UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2025

FOCUS IMPACT BH3 NEWCO, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-281116	33-4582264
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 33rd Floor

New York, NY

(Address of principal executive offices)

10105

(Zip Code)

(212) 213-0243

Registrant’s telephone number, including area code

Not Applicable

(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
None		None		None

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 ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Amendment No. 3 to the Business Combination Agreement

As previously disclosed, on March 11, 2024, Focus Impact BH3 NewCo, Inc. (“NewCo”) a Delaware corporation and wholly owned subsidiary of Focus Impact BH3 Acquisition Company, a Delaware corporation (“BHAC” or “Focus Impact”) entered into that certain Business Combination Agreement (the “Business Combination Agreement”), by and among BHAC, NewCo, Focus Impact BH3 Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”) and XCF Global Capital, Inc., a Nevada corporation (“XCF” or the “Company”).

On May 30, 2025, NewCo, BHAC, Merger Sub 1, Merger Sub 2 and XCF entered into Amendment No. 3 to the Business Combination Agreement (the “Third Amendment”), which amends the Business Combination Agreement to extend the Termination Date (as defined in the Business Combination Agreement) from May 31, 2025, to June 30, 2025.

A copy of the Third Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Third Amendment is qualified in its entirety by reference thereto.

ELOC Agreement

On May 30, 2025, NewCo and XCF entered into an equity line of credit purchase agreement (the “ELOC Agreement”) with Helena Global Investment Opportunities I Ltd (the “Investor”). Pursuant to the ELOC Agreement, following the completion of XCF’s previously announced business combination with BHAC, NewCo will have the right to issue and to sell to the Investor from time to time, as provided in the ELOC Agreement, up to $50,000,000 of Class A Common Stock of NewCo, subject to the conditions set forth therein. As a commitment fee in connection with the execution of the ELOC Agreement, XCF has issued to the Investor 740,000 shares of XCF’s common stock, representing the expected number of shares of its common stock that will be equal to 500,000 shares of NewCo Class A Common Stock as of the closing of the business combination.

A copy of the ELOC Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the ELOC Agreement is qualified in its entirety by reference thereto.

Helena Note

On May 30, 2025, NewCo, XCF, Randall Soule, in his individual capacity as a shareholder of XCF (“Soule”), and the Investor entered into a promissory note (the “Helena Note”) for gross principal amount of $2,000,000. The Helena Note bears interest of $400,000, is unsecured, and is due at the earlier of (i) the date that is three months from the Investor’s disbursement of the loan evidenced by the Helena Note, (ii) an event of default (as specified in the Helena Note), if such note is then declared due and payable in writing by the holder or if a bankruptcy event occurs (in which case no written notice from the holder is required) or (iii) in connection with future debt or equity issuances by NewCo or its subsidiaries. In connection with the issuance of the Helena Note, Soule has agreed to transfer 2,840,000 shares of XCF common stock held by him to the Investor, representing the expected number of shares of XCF common stock that will be equal to 2,000,000 shares of NewCo Class A Common Stock as of the closing of the business combination (the “Advanced Shares”). Upon the Investor’s receipt of an aggregate of $2,400,000 in (i) payments from NewCo and (ii) aggregate net proceeds from the sale of Advanced Shares, NewCo’s payment obligations for principal and interest under the Helena Note will have been satisfied and Helena is obligated to return any remaining Advanced Shares to Soule. If the Investor shall have sold all of the Advanced Shares and not yet received at least $2,400,000 in net proceeds from the sale thereof and in other payments from NewCo, NewCo shall remain responsible for payment of any shortfall, which shall be payable as otherwise required under the terms of the Helena Note.

A copy of the Helena Note is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Helena Note is qualified in its entirety by reference thereto.

Item 8.01

Other Events.

Explanatory Note

The following information was provided by XCF in its Current Report on Form 8-K and Form 425 prospectus filed on June 2, 2025 and was included in the Form 425 prospectus filed by NewCo on the same date.

GL Notes

As previously announced, on February 13, 2025, XCF and GL SPV Part I LLC (“GL”) entered into a promissory note (the “February 2025 Promissory Note”) for the gross principal amount of $1.2 million with net proceeds from the note equal to $1.0 million. The February 2025 Promissory Note bears interest of $0.2 million, is unsecured, and, under its initial terms, payment of the February 2025 Promissory Note was due at the earlier of (i) 30 days from the date of receipt of any customer payment paid to XCF, unless extended in writing by mutual consent of XCF and GL or (ii) an event of default (as specified in the February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. In connection with the issuance of the February 2025 Promissory Note, XCF issued 200,000 shares of its common stock to GL.

On April 17, 2025, XCF and GL entered into a first amendment to the February 2025 Promissory Note (the “Amended February 2025 Promissory Note”) whereby the payment terms of the note were amended to the earliest of (i) 10 business days from the date of XCF entering into a Qualified Financing Event (as defined below) and receiving proceeds therefrom, unless extended in writing by mutual consent of XCF and GL, or (ii) an event of default (as specified in the Amended February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. A “Qualified Financing Event” under the Amended February 2025 Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the Company of at least $15 million, and that directly or indirectly results in the Company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), XCF maintains a minimum cash balance of at least $3 million in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by GL and XCF.

Copies of the February 2025 Promissory Note and Amended February 2025 Promissory Note are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference, and the foregoing descriptions of the February 2025 Promissory Note and Amended February 2025 Promissory Note are qualified in their entirety by reference thereto.

On April 17, 2025, XCF and GL entered into a promissory note (the “April 2025 Promissory Note”) for the gross principal amount of $2.5 million. The April 2025 Promissory Note bears interest of $0.3 million, is unsecured, and is due at the earlier of (i) 10 business days from the date of XCF entering into a Qualified Financing Event and receiving proceeds therefrom unless extended in writing by mutual consent of XCF and GL, or (ii) an event of default (as specified in the April 2025 Promissory Note), if such note is then declared due and payable in writing by GL. A “Qualified Financing Event” under the April 2025 Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the Company of at least $15 million, and that directly or indirectly results in the Company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), XCF maintains a minimum cash balance of at least $3 million in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by GL and XCF. In connection with the issuance of the April 2025 Promissory Note, XCF will issue 5,000,000 shares of its common stock upon confirmation of either assignment of the shares by GL to a third party or GL’s compliance with the Hart-Scott-Rodino Antitrust Improvements Act. If such share issuance occurs after the closing of XCF’s proposed business combination transaction with Focus Impact BH3 Acquisition Company (“Focus Impact”), the shares to be issued will be calculated based on the finalized conversion ratio applicable to shares of XCF in connection with the business combination closing.

A copy of the April 2025 Promissory Note (together with the February 2025 Promissory Note and Amended February 2025 Promissory Note, the “GL Notes”) is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the April 2025 Promissory Note is qualified in its entirety by reference thereto.

Innovativ Media Notes

On January 31, 2025, XCF and Innovativ Media Group, Inc. (“Innovativ”) entered into a promissory note (the “Innovativ Promissory Note”) for the gross principal amount of $0.5 million. The Innovativ Promissory Note bore interest of $0.1 million, and was initially payable on March 31, 2025, unless extended by mutual written consent of XCF and Innovativ, or upon an event of default (as specified in the Innovativ Promissory Note), if such note is then declared due and payable in writing by Innovativ. In connection with the issuance of the Innovativ Promissory Note, XCF issued 250,000 shares of its common stock to Innovativ.

On April 17, 2025, XCF and Innovativ entered into a first amendment to the Innovativ Promissory Note (the “Amended Innovativ Promissory Note”) whereby the payment terms of the note were amended to the earliest of (i) 10 business days from the date of XCF entering into a Qualified Financing Event and receiving proceeds therefrom, unless extended in writing by mutual consent of XCF and Innovativ, or (ii) an event of default (as specified in the Amended Innovativ Promissory Note), if such note is then declared due and payable in writing by Innovativ. A “Qualified Financing Event” under the Amended Innovativ Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the Company of at least $15 million, and that directly or indirectly results in the Company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), XCF maintains a minimum cash balance of at least $3 million in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by Innovativ and XCF. The Amended Innovativ Promissory Note also provides for additional one-time interest payment on the note at a fixed rate of 12% or $60,000, which amount is in addition to the interest already payable on the original note.

Copies of the Innovativ Promissory Note and Amended Innovativ Promissory Note (together, the “Innovativ Media Notes”) are filed with this Current Report on Form 8-K as Exhibits 10.4 and 10.5, respectively, and are incorporated herein by reference, and the foregoing descriptions of the Innovativ Promissory Note and Amended Innovativ Promissory Note are qualified in their entirety by reference thereto.

Narrow Road Capital Note

On May 1, 2025, XCF and Narrow Road Capital, Ltd. entered into a promissory note (the “Narrow Road Note”) for the gross principal amount of $700,000. The Narrow Road Note bears interest of $140,000, is unsecured, and is due at the earlier of (i) September 30, 2025, or (ii) an event of default (as specified in the Narrow Road Note), if such note is then declared due and payable in writing by the holder. In connection with the issuance of the Narrow Road Note, the holder has the right, but not the obligation, to elect to receive up to 280,000 shares of common stock of the Company, at any time on or before the earlier of (x) the repayment of the Narrow Road Note in full, or (ii) six (6) months from issuance of the Narrow Road Note. This right lapses automatically if not exercised by such date. If such share issuance occurs after the closing of XCF’s proposed business combination transaction with Focus Impact, the shares to be issued will be calculated based on the finalized conversion ratio applicable to shares of XCF in connection with the business combination closing.

A copy of the Narrow Road Note is filed with this Current Report on Form 8-K as Exhibit 10.6 and is incorporated herein by reference, and the foregoing description of the Narrow Road Note is qualified in its entirety by reference thereto.

Cribb Note

On May 14, 2025, XCF and Gregory Segars Cribb entered into a promissory note (the “Cribb Note”) for the gross principal amount of $250,000. The Cribb Note bears interest of $50,000, is unsecured, and is due at the earlier of (i) September 30, 2025, or (ii) an event of default (as specified in the Cribb Note), if such note is then declared due and payable in writing by the holder. In connection with the issuance of the Cribb Note, the holder has the right, but not the obligation, to elect to receive up to 100,000 shares of common stock of the Company, at any time on or before the earlier of (x) the repayment of the Cribb Note in full, or (ii) six (6) months from issuance of the Cribb Note. This right lapses automatically if not exercised by such date. If such share issuance occurs after the closing of XCF’s proposed business combination transaction with Focus Impact, the shares to be issued will be calculated based on the finalized conversion ratio applicable to shares of XCF in connection with the business combination closing.

A copy of the Cribb Note is filed with this Current Report on Form 8-K as Exhibit 10.7 and is incorporated herein by reference, and the foregoing description of the Cribb Note is qualified in its entirety by reference thereto.

Soule Agreement

As disclosed above with respect to the Helena Note, in connection with the issuance of the Helena Note, Randall Soule agreed to transfer to 2,840,000 shares of XCF common stock held by him to the Investor. The Company and Mr. Soule entered into a letter agreement dated as of May 30, 2025 (the “Soule Agreement”), pursuant to which the Company agreed to issue Mr. Soule 2,840,000 shares of XCF common stock in consideration for Mr. Soule’s transfer of an equal number of shares to the Investor.

A copy of the Soule Agreement is filed with this Current Report on Form 8-K as Exhibit 10.10 and is incorporated herein by reference, and the foregoing description of the Soule Agreement is qualified in its entirety by reference thereto.

Greater Nevada Credit Union Loan

New Rise Renewables Reno, LLC (“New Rise Reno”) operates our existing sustainable aviation fuel (“SAF”) production facility in Reno, Nevada. New Rise Reno has four notes payable outstanding, in aggregate principal amount of $112,580,000, to Greater Nevada Credit Union (“GNCU”), as the successor to Jefferson Financial Federal Credit Union (the “GNCU Loan”). The GNCU Loan was underwritten by certain guarantees issued by the United States Department of Agriculture (the “USDA”) under the Biorefinery, Renewable Chemical and Biobased Product Manufacturing Assistance Program, which guaranteed 100% of the principal amount of the notes evidencing the GNCU Loan (the “USDA Guaranty”). Pursuant to the terms and conditions of the USDA Guaranty, the GNCU Loan is secured by a priority first lien on all assets of the project, except for inventory and accounts receivable, which may be used by New Rise Reno for routine business purposes so long as New Rise Reno is not in default of the GNCU Loan. The USDA must approve, inter alia, the accounts agreement, any issuance of additional debt by New Rise Reno, the transfer or sale of New Rise Reno assets or collateral, lien priorities, the substitution, release or foreclosure on the collateral, and GNCU’s exercise of any rights it has relating to the GNCU Loan, including those rights provided in the notes evidencing the GNCU Loan and the other transaction documents relating to the GNCU Loan. In addition, New Rise Renewables, LLC (“New Rise”) is a guarantor of the GNCU Loan.

On March 28, 2025, counsel for GNCU and Greater Nevada Commercial Lending, LLC (the servicer for the GNCU Loan) provided notice to New Rise Reno asserting than an event of default has occurred with respect to the GNCU Loan as a result of New Rise Reno’s failure to make required minimum monthly payments. The letter also demands that New Rise Reno and New Rise take immediate steps to bring the GNCU Loan current and to cure any and all other non-payment-related defaults that may exist, as well as a demand that New Rise Reno and New Rise provide evidence sufficient for GNCU to determine that it remains secure and that the prospect of repayment of the GNCU Loan has not been impaired by any material adverse change in New Rise Reno’s financial condition, or in the financial condition of New Rise, as a guarantor of the GNCU Loan. GNCU has demanded that the GNCU Loan be brought current, including payment of all late charges, no later than close of business on May 27, 2025. As of the dated of filing of this Current Report on Form 8-K, New Rise Reno has not made payment of the amounts demanded. As of May 15, 2025, the amount required to bring the GNCU Loan current is approximately $19.3 million, inclusive of principal and interest, excluding approximately $2.1 million of penalties/late charges.

GNCU’s rights and remedies in connection with an event of default include acceleration of the unpaid principal amount of the GNCU Loan, and/or possession, control, sale, and foreclosure on any collateral, including all rights and interests in and to the real property on which the SAF production facility is located (including any after-acquired fixtures, equipment and improvements to the production facility) under the terms of the Ground Lease by and between Twain GL XXVIII, LLC (“Twain”), as the landlord, and New Rise, as the tenant, dated March 29, 2022 (the “Ground Lease”), which is discussed below under “Twain Ground Lease.” GNCU would be obligated to obtain USDA approval in the event that GNCU seeks to exercise any rights it has under the GNCU Loan, including GNCU’s rights prescribed in the notes evidencing the GNCU Loan and related loan documents (including any attempt to foreclose or sell any collateral). The notes also permit GNCU to refrain from taking any action on anu of the notes, the collateral or any guarantee with the approval of USDA.

If GNCU pursues one or more of its available remedies under the GNCU Loan, the notes and related loan documents and is successful in exercising its possessory or foreclosure remedies, or is successful in obtaining a judgment requiring New Rise Reno, New Rise or XCF to pay penalties and damages in addition to amounts New Rise Reno may owe under the GNCU Loan, such events would materially disrupt our operations and impair our ability to generate revenue, and, in the case of GNCU taking possession of the facility and/or our assets, could result in a temporary or permanent cessation of our operations at the New Rise Reno production facility. Any of these results would have a material adverse effect on our business and financial condition, and would materially impair our ability to execute our business plan. In addition, the existence of defaults under the GNCU Loan and the Ground Lease could make it more difficult to us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan.

XCF is in active discussions with GNCU to resolve the matters addressed in GNCU’s notice to New Rise Reno, including the possibility of a potential forbearance or modified loan payment schedule while XCF seeks and secures financing and ramps-up SAF production so as to generate sufficient cash flows from operations to be able to make payments under the GNCU Loan, including any past due loan payments and penalties. XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re- financing of the GNCU Loan and the Ground Lease payments (as discussed below). However, there can be no assurance that we will be able to reach agreement with GNCU or Twain to resolve these matters on acceptable terms, or at all, or obtain sufficient financing to allow us to re-finance the GNCU Loan and Ground Lease payments and also execute our business plan.

Twain Ground Lease

New Rise Reno leases the land on which the New Rise Reno production facility is located pursuant to a ground lease evidenced by the Ground Lease effective as of March 29, 2022 between Twain, as the landlord and New Rise Reno, as the tenant. Pursuant to the Ground Lease, New Rise Reno is obligated to pay Twain base and supplemental rent quarterly in amounts set forth therein. The land was acquired by Twain from New Rise Reno pursuant to the terms of a Purchase and Sale Agreement dated as of March 29, 2022, by and between Twain, as the buyer and New Rise Reno, as the seller.

On April 18, 2025 and April 30, 2025, counsel to Twain provided notice to New Rise Reno asserting that New Rise Reno is in default of the terms of the Ground Lease for its failure to make certain payments that are due and owing thereunder. In the notices, Twain sought immediate payment from New Rise Reno to cure the claimed default. These notices were in addition to prior correspondence directed to New Rise Reno from counsel on behalf of Twain dated December 7, 2023 and June 21, 2024, also asserting to certain defaults under the Ground Lease relating to failures to make required payments. The April 18, 2025 notice demanded payment by April 28, 2025 and the April 30, 2025 notice demanded immediate payment. As of the dated of filing of this Current Report on Form 8-K, New Rise Reno has not made payment of the amounts demanded. As of May 15, 2025, the amount required to satisfy the amounts owing under the Ground Lease totaled $18.5 million, comprised of (i) $13.3 million of lease payments and (ii) $5.6 million of late fees and penalties.

Twain’s remedies in the case of an event to default under the Ground Lease include the right to terminate the lease, the right to bring an action to recover the amount of all unpaid rent earned as of the date of termination or in the amount of all unpaid rent for the balance of the term of the lease, and to seek any other amount necessary to compensate Twain for New Rise Reno’s failure to perform its obligations under the Ground Lease. Twain’s available remedies also include the right to take possession of, operate, and/or relet the premises. As discussed above regarding the GNCU Loan, Twain’s secured interests are subordinate to those of GNCU. If Twain were to exercise its possessory or foreclosure remedies under the Ground Lease, it would need to seek approval from and coordinate with GNCU, which in turn would need to consult with USDA. Alternatively, Twain could file a legal action against New Rise Reno, seeking all unpaid rent and damages.

If Twain pursues one or more of its available remedies under the Ground Lease and is successful in exercising its possessory or foreclosure remedies, or is successful in obtaining a judgment requiring New Rise Reno or XCF to pay penalties and damages in addition to amounts New Rise Reno may owe under the Ground Lease, such events would materially disrupt our operations and impair our ability to generate revenue, and, in the case of Twain taking possession of the facility and/or our assets, could result in a temporary or permanent cessation of our operations at the production facility. Any of these results would have a material adverse effect on our business and financial condition, and would materially impair our ability to execute our business plan. In addition, the existence of defaults under the GNCU Loan and the Ground Lease could make it more difficult to us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan. In addition, the existence of defaults under the Ground Lease and the GNCU Loan could make it more difficult to us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan.

XCF is in active discussions with Twain to resolve the matters addressed in Twain’s notices to New Rise Reno, including the possibility of a potential forbearance or modified lease payment schedule while XCF seeks and secures financing and ramps-up SAF production so as to generate sufficient cash flows from operations to be able to make payments under the Ground Lease, including any past due lease payments and penalties. As discussed above with respect to the GNCU Loan, XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re-financing of the GNCU Loan and the Ground Lease payments. However, there can be no assurance that we will be able to reach agreement with GNCU or Twain to resolve these matters on acceptable terms, or at all, or obtain sufficient financing to allow us to re-finance the GNCU Loan and Ground Lease payments and also execute our business plan.

Appointment of Chief Accounting Officer

On April 16, 2025, the Company appointed Pamela M. Abowd as its Chief Accounting Officer. Ms. Abowd, 45, most recently managed the post-merger accounting and tax integration between Woodside Energy and Tellurian Inc. (“Tellurian”) from October 2024 to April 2025. From 2018 to 2024, she served as Vice President, Corporate Controller and Head of Accounting Operations (2022–2024) and Tax Director (2018–2022) at Tellurian. In these roles, she led all aspects of accounting operations, financial reporting, tax accounting and compliance, and ERP system implementation. Prior to Tellurian, Ms. Abowd held senior tax leadership roles at Cheniere Energy from 2009 to 2018, where she oversaw the company’s global tax strategy, ensuring compliance with all tax regulations, and optimized tax efficiencies. She led the tax team and the company’s tax strategy initiatives. She began her career in public accounting at Grant Thornton and UHY Advisors. Ms. Abowd holds a BBA in Accounting and a Master of Accountancy from the University of Houston and is a Certified Public Accountant licensed in Texas.

In connection with her appointment, the Company and Ms. Abowd entered into an employment agreement, which provides for an annual base salary of $300,000 (which is also expected to be the initial base salary provided in the new employment agreement to become effective upon the closing of the Company’s previously announced business combination) and a target bonus of 30% of base salary. In addition, Ms. Abowd will receive, in connection with the completion of the business combination, restricted stock units covering 45,000 shares of Class A common stock of the surviving corporation in the business combination, with vesting over a five-year period. Ms. Abowd will also be eligible to participate in benefits programs available to executives generally, including participation in the XCF Global, Inc. 2025 Equity Incentive Plan and the XCF Global, Inc. 2025 Employee Stock Purchase Plan, and to benefit from certain perquisites to be determined. In addition, in connection with a termination without cause or with good reason, she will be entitled to severance in the amount of two times base salary.

A copy of Ms. Abowd’s employment agreement is filed with this Current Report on Form 8-K as Exhibit 10.11, and is incorporated herein by reference, and the foregoing description of her employment agreement is qualified in its entirety by reference thereto.

Appointment of Vice President, Treasurer

On February 14, 2025, Jonathan Seeley joined the Company as its Vice President, FP&A and Treasury and was appointed Vice President, Treasurer in April 2025. Mr. Seeley, 38, brings over 15 years of experience in corporate finance including treasury management, corporate controls, debt and equity transactions, project finance, M&A, and financial planning and analysis across the energy and infrastructure sectors. Most recently, Mr. Seeley served as Assistant Treasurer from 2022 to December 2024 and Head of Financial Planning from 2016 to 2022 at Tellurian. As Assistant Treasurer, he managed cash and liquidity operations, global banking and brokerage relationships, debt servicing and collateral management, and financial processes, controls, and risk management. Mr. Seeley played a key role in corporate finance functions, including public offerings, private placement, and ATM equity programs. In addition, Mr. Seeley served in multiple treasury rules for Tellurian entities until December 2024, including as Upstream Treasurer, Tellurian Production Holdings LLC; Treasurer, Tellurian Inc PAC; and Board Treasurer, Tellurian Disaster Relief Fund. Prior to his roles at Tellurian, Mr. Seeley served in finance positions at Ernst & Young LLP and LeighFisher. He holds a Bachelor of Science from Embry-Riddle Aeronautical University and an MBA from the University of Cincinnati.

In connection with his appointment, the Company and Mr. Seeley entered into an employment agreement on February 14, 2025, which provides for an annual base salary of $230,000 which was later amended on April 13, 2025 to be $260,000 (which is also expected to be the initial base salary provided in the new employment agreement to become effective upon the closing of the Company’s previously announced business combination) and a target bonus of 30% of base salary. In addition, Mr. Seeley will receive, in connection with the completion of the business combination, restricted stock units covering 39,000 shares of Class A Common Stock of the surviving corporation in the business combination, with annual vesting over a five-year period. Mr. Seeley will also be eligible to participate in benefits programs available to executives generally, including participation in the XCF Global, Inc. 2025 Equity Incentive Plan and the XCF Global, Inc. 2025 Employee Stock Purchase Plan, and to benefit from certain perquisites to be determined. In addition, in connection with a termination without cause or with good reason, he will be entitled to severance in the amount of two times base salary.

Copies of Mr. Seeley’s employment agreement and the amendment to his employment agreement are filed with this Current Report on Form 8-K as Exhibits 10.12 and 10.13, respectively, and are incorporated herein by reference, and the foregoing description of his employment agreement and amendment is qualified in its entirety by reference thereto.

Employment Agreement Amendments

On April 13, 2025, XCF and Gregory R. Surette, the Company’s Chief Strategy Officer, entered into an addendum (the “Surette Addendum”) to his previously announced employment agreement whereby Mr. Surette will be issued 300,000 shares of common stock upon closing of XCF’s proposed business combination transaction with Focus Impact. The additional shares shall vest in equal monthly installments over a three-year period and shall be subject to accelerated vesting upon termination by the Company without cause, the resignation of Mr. Surette for good reason or a change in control as defined in his employment agreement. In addition, on April 22, 2025, the Board of Directors elected Mr. Surette as Corporate Secretary of the Company.

A copy of the Surette Addendum is filed with this Current Report on Form 8-K as Exhibit 10.14, and is incorporated herein by reference, and the foregoing description of her employment agreement is qualified in its entirety by reference thereto.

On April 13, 2025, XCF and Gregory P. Savarese, the Company’s Chief Marketing Officer, entered into an addendum (the “Savarese Addendum”) to his previously announced employment agreement whereby Mr. Savarese will be issued 335,000 shares of common stock upon closing of XCF’s proposed business combination transaction with Focus Impact. The additional shares shall vest in equal monthly installments over a three-year period and shall be subject to accelerated vesting upon termination by the Company without cause, the resignation of Mr. Savarese for good reason or a change in control as defined in his employment agreement.

A copy of the Savarese Addendum is filed with this Current Report on Form 8-K as Exhibit 10.15, and is incorporated herein by reference, and the foregoing description of her employment agreement is qualified in its entirety by reference thereto.

Departure of Directors and Executive Officers

The Company had previously announced that Joseph Cunningham, who served as XCF’s Chief Accounting Officer and as an XCF director, informed the Company of his intent to retire from his executive officer positions and resign as an XCF director effective prior to the closing of the business combination. The Company also had previously announced that Stephen Goodwin, who served as XCF’s Chief Business Development Officer and as an XCF director, informed XCF of his intent to retire from his executive officer position and resign as an XCF director effective prior to the closing of the business combination. Mr. Cunningham retired from his executive officer positions and resigned as an XCF director on April 13, 2025. Mr. Goodwin retired from his executive officer position on February 27, 2025 and resigned as an XCF director on April 13, 2025. The determination by Mr. Cunningham and Mr. Goodwin to resign as members of the board is not related to any disagreement on any matter relating to the Company’s operations, policies or practices.

In connection with their departures, XCF entered into separation agreements with each of Mr. Cunningham and Mr. Goodwin.

The agreement with Mr. Cunningham provides that Mr. Cunningham will receive a total of $330,000 in cash payments, of which $30,000 is payable on his separation date, with the remaining payments to being made in equal monthly installments over twelve months following his separation date, subject to the Company’s right to delay such payments under certain circumstances. In addition, Mr. Cunningham will receive 300,000 shares of common stock at closing of the Company’s planned business combination.

The agreement with Mr. Goodwin provides that Mr. Goodwin will receive a total of $330,000 in cash payments, of which $30,000 is payable on his separation date, with the remaining payments to being made in equal monthly installments over twelve months following his separation date, subject to the Company’s right to delay such payments under certain circumstances. In addition, Mr. Goodwin will receive 300,000 shares of common stock at closing of the Company’s planned business combination.

Copies of the separation agreements with Mr. Cunningham and Mr. Goodwin are filed with this Current Report on Form 8-K as Exhibits 10.16 and 10.17, respectively, and are incorporated herein by reference, and the foregoing descriptions of the separation agreements are qualified in their entirety by reference thereto.

SAF Production

XCF’s currently-operating production facility in Reno, Nevada was converted to SAF production in October 2024 and began initial production of SAF and renewable naphtha (a byproduct in SAF production) in February 2025. First deliveries of neat SAF and renewable naphtha produced at New Rise Reno began in March 2025 under our existing Supply and Offtake Agreement with Phillips 66 (the “P66 Agreement”). New Rise Reno has produced a total of 1 million gallons of neat SAF and renewable naphtha in the first months of production.

During the initial phase of production ramp-up of SAF, the Reno production facility operated at approximately 50% capacity. Our New Rise Reno team has been reviewing the catalyst processing for SAF to meet nameplate capacity. While ramp-up processes are being undertaken, management has made the determination to temporarily produce renewable diesel which can be achieved at nameplate capacity (approximately 3,000 barrels per day) and without any additional modifications to the facility. New Rise Reno will sell the renewable diesel to Phillips 66 under the P66 Agreement. We currently expect to resume SAF production in or before the third quarter of 2025, although we cannot assure you when SAF production will resume, and when it does resume, when or whether the Reno production facility will be able to produce SAF at full capacity. Any delay beyond the third quarter 2025 in our ability to resume SAF production and/or any delay in our ability to operate the Reno production facility at full nameplate capacity for SAF production will adversely affect our revenues and profitability.

The issuances of the shares described in this Item 8.01 were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and such shares were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, Focus Impact’s and XCF’s expectations with respect to future performance and anticipated financial impacts of the business combination, estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share, the satisfaction of the closing conditions to the business combination and the timing of the consummation of the business combination, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Focus Impact and its management, and XCF and its management, as the case may be, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with respect to the business combination or with regard to XCF’s offtake arrangements; (3) the outcome of any legal proceedings that may be instituted against Focus Impact, XCF, NewCo or others; (4) the inability of the parties to successfully or timely close the business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect NewCo or the expected benefits of the business combination; (5) changes to the proposed structure of the proposed transactions that may be required or appropriate as a result of applicable laws or regulations; (6) the ability to meet stock exchange listing standards following the consummation of the business combination; (7) the ability of XCF to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (8) the ability of New Rise to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) XCF’s ability to resolve current disputes between New Rise and its landlord with respect to the ground lease for the New Rise Reno facility; (10) XCF’s ability to resolve current disputes between New Rise and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (11) the risk that the proposed transactions disrupt current plans and operations of Focus Impact or XCF as a result of the announcement and consummation of the proposed transactions; (12) the ability to recognize the anticipated benefits of the proposed transactions, which may be affected by, among other things, competition, the ability of NewCo to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (13) costs related to the proposed transactions; (14) changes in applicable laws or regulations; (15) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (16) the possibility that Focus Impact, XCF or NewCo may be adversely affected by other economic, business, and/or competitive factors; (16) the availability of tax credits and other federal, state or local government support; (17) risks relating to XCF’s and New Rise’s key intellectual property rights; and (18) various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the final prospectus relating to the initial public offering of Focus Impact, dated October 4, 2021, and other filings with the Securities and Exchange Commission (“SEC”) from time to time, including the registration statement on Form S-4, as amended, initially filed with the SEC by NewCo on July 31, 2024. If any of the risks actually occur, either alone or in combination with other events or circumstances, or Focus Impact’s or XCF’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Focus Impact or XCF does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Focus Impact’s or XCF’s expectations, plans or forecasts of future events and views as of the date of this communication. These forward-looking statements should not be relied upon as representing Focus Impact or XCF’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. While Focus Impact or XCF may elect to update these forward-looking statements at some point in the future, Focus Impact and XCF specifically disclaim any obligation to do so.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

2.1		Amendment No. 3 to the Business Combination Agreement, dated as of May 30, 2025, by and among Focus Impact BH3 Acquisition Company, Focus Impact BH3 Newco, Inc., Focus Impact BH3 Merger Sub I, LLC, Focus Impact BH3 Merger Sub II, Inc., and XCF Global Capital, Inc.

10.1		Promissory Note dated February 13, 2025, between XCF Global Capital, Inc. as Maker, and GL Part SPV I, LLC, as Holder (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Focus Impact BH3 Acquisition Company filed with the SEC on February 21, 2025)

10.2		First Amendment, dated April 17, 2025, to Promissory Note dated February 13, 2025, between XCF Global Capital, Inc. as Maker, and GL Part SPV I, LLC, as Holder

10.3		Promissory Note dated April 17, 2025, between XCF Global Capital, Inc. as Maker, and GL Part SPV I, LLC, as Holder

10.4		Promissory Note dated January 31, 2025, between XCF Global Capital, Inc. as Maker, and Innovativ Media Group, Inc., as Holder

10.5		First Amendment, dated April 17, 2025, to Promissory Note dated January 31, 2025, between XCF Global Capital, Inc. as Maker, and Innovativ Media Group, Inc., as Holder

10.6		Promissory Note dated May 1, 2025, between XCF Global Capital, Inc. as Maker, and Narrow Road Capital, Ltd., as Holder

10.7		Promissory Note dated May 14, 2025, between XCF Global Capital, Inc. as Maker, and Gregory Segars Cribb, as Holder

10.8		Purchase Agreement dated May 30, 2025, by and between Helena Global Investment Opportunities I Ltd, Focus Impact BH3 NewCo, Inc. and XCF Global Capital, Inc.

10.9		Promissory Note dated May 30, 2025, by and between Focus Impact BH3 NewCo, Inc., as Borrower, XCF Global Capital, Inc. and Helena Global Investment Opportunities I Ltd

10.10		Share Issuance Agreement dated as of May 30, 2025 between XCF Global Capital, Inc. and Randall Soule

10.11		Employment Agreement dated April 16, 2025, between XCF Global Capital, Inc. and Pamela M. Abowd

10.12		Employment Agreement dated February 14, 2025, between XCF Global Capital, Inc. and Jonathan Seeley.

10.13		Addendum, dated April 13, 2025, to Employment Agreement dated February 14, 2025, between XCF Global Capital, Inc. and Jonathan Seeley

10.14		Addendum, dated April 13, 2025, to Employment Agreement dated February 14, 2025, between XCF Global Capital, Inc. and Gregory R. Surette

10.15		Addendum, dated April 13, 2025, to Employment Agreement dated February 14, 2025, between XCF Global Capital, Inc. and Gregory P. Savarese

10.16		Separation Agreement between XCF Global Capital, Inc. and Joseph F. Cunningham

10.17		Separation Agreement between XCF Global Capital, Inc. and Stephen Goodwin

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 3, 2025

	FOCUS IMPACT BH3 NEWCO, INC.

	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer

Exhibit 10.8

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”), dated as of May 30, 2025, is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”), FOCUS IMPACT BH3 NEWCO, INC., a Delaware corporation (the “Company”), and XCF GLOBAL CAPITAL, INC., a Nevada corporation (the “Target”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, following the Business Combination (as defined below) the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to Fifty Million United States Dollars ($50,000,000) of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”);

WHEREAS, pursuant to that certain Business Combination Agreement, dated March 11, 2024, as amended by amendment no. 1 thereto, dated as of November 29, 2024, and as further amended by amendment no. 2 thereto, dated as of April 4, 2025 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among Focus Impact BH3 Acquisition Company, a Delaware corporation (“Focus Impact”), the Company which is a wholly owned subsidiary of Focus Impact, Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub 2”) and the Target, among other things, (i) (x) Focus Impact will merge with and into Merger Sub 1 (the “NewCo Merger”), with Merger Sub 1 being the surviving entity of the NewCo Merger as a direct wholly owned subsidiary of the Company, and (y) each share of Focus Impact’s Class A common stock, par value $0.0001 per share (“Focus Impact Class A Common Stock”), outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one share of Common Stock, and (z) each share of Focus Impact’s Class B common stock, par value $0.0001 per share (“Focus Impact Class B Common Stock”), outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one share of Common Stock, and (ii) immediately following the NewCo Merger, Merger Sub 2 will merge with and into the Target (the “Company Merger”), with the Target being the surviving corporation of the Company Merger as a direct wholly owned subsidiary of the Company, and each share of common stock of the Target outstanding immediately prior to the effectiveness of the Company Merger will be converted into the right to receive shares of Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of the Target of $1,750,000,000, subject to adjustments for net debt and transaction expenses, and a price of $10.00 per share of Common Stock;

WHEREAS, the Common Stock will be approved for listing on the Nasdaq Stock Market LLC under the symbol “SAFX”; and

WHEREAS, the offer and sale of the Common Stock issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

“Advance” shall mean the portion of the Commitment Amount requested by the Company in an Advance Notice.

“Advance Date” shall mean the 3rd Trading Day after expiration of the applicable Pricing Period for each Advance.

“Advance Halt” shall have the meaning set forth in Section 2.06(d).

“Advance Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company or other authorized representative of the Company identified on Schedule 1 hereto and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor.

“Advance Notice Confirmation” shall have the meaning set forth in Section 2.03(a).

“Advance Notice Date” shall mean each date the Company delivers (in accordance with Section 2.02 of this Agreement) to the Investor an Advance Notice, subject to the terms of this Agreement.

“Affiliate” shall have the meaning set forth in Section 3.07.

“Agreement” shall have the meaning set forth in the preamble of this Agreement.

“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time the non-compliance with which will reasonably be expected to have a material impact on the Company’s ability to perform under this Agreement, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or similar laws for the relief of debtors.

“Black Out Period” shall have the meaning set forth in Section 6.02.

“Business Combination” shall have the meaning set forth in the recitals of this Agreement.

“Business Day” means any day on which the Principal Market or Trading Market is open for trading, including any day on which the Principal Market or Trading Market is open for trading for a period of time less than the customary time.

“Buy-In” shall have the meaning set forth in Section 2.07.

“Buy-In Price” shall have the meaning set forth in Section 2.07.

“Closing” shall have the meaning set forth in Section 2.06.

“Commitment Amount” shall mean Fifty Million United States Dollars ($50,000,000), provided that, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Stock under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of shares Common Stock issued under this Agreement would exceed 19.99% of the outstanding shares of Common Stock following the closing of the Business Combination Agreement (the “Exchange Cap”); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Trading Market.

“Commitment Fee Shares” shall have the meaning set forth in Section 13.04.

“Commitment Period” shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement in accordance with Section 11.02.

“Common Stock” shall have the meaning set forth in the recitals of this Agreement.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Condition Satisfaction Date” shall have the meaning set forth in Section 7.01.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“DTC” means the Depository Trust Company.

“DWAC Shares” means the Commitment Fee Shares or the shares of Common Stock acquired or purchased by the Investor pursuant to this Agreement (a) that the Investor has resold in a manner described under the caption “Plan of Distribution” in the Registration Statement, when such Registration Statement is effective and available for resales of such shares and otherwise in compliance with this Agreement before the delivery of the Transfer Agent Confirmation regarding the resale of such Commitment Fee Shares or shares of Common Stock (as applicable) in accordance with this Agreement, and (b) about which the Investor has (i) delivered to the Company and the transfer agent to the Company (A) the Transfer Agent Confirmation relating to such Commitment Fee Shares or shares of Common Stock (as applicable) and (B) a customary representation letter from the Investor, and, if requested by the transfer agent, its broker, confirming, among other things, the resale of such Commitment Fee Shares or shares of Common Stock (as applicable) in the manner described in clause (a) of this definition of DWAC Shares (including confirmation of compliance with any relevant prospectus delivery requirements), and (ii) delivered to the transfer agent instructions for the delivery of such Commitment Fee Shares or shares of Common Stock (as applicable) to the account with DTC of the Investor’s designated broker-dealer as specified in the Transfer Agent Deliverables, which Commitment Fee Shares or shares of Common Stock (as applicable) will be in the hands of the persons who purchase such Commitment Fee Shares or shares of Common Stock (as applicable) from the Investor in the manner described in clause (a) of this definition of DWAC Shares, freely tradable and transferable without restriction on resale and without stop transfer instructions maintained against the transfer thereof.

“Environmental Laws” shall have the meaning set forth in Section 4.08.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Hazardous Materials” shall have the meaning set forth in Section 4.08.

“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.

“Investor” shall have the meaning set forth in the preamble of this Agreement.

“Investor Indemnitees” shall have the meaning set forth in Section 5.01.

“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement.

“Material Outside Event” shall have the meaning set forth in Section 6.08.

“Maximum Advance Amount” shall be an amount equal to lesser of (i) fifty percent (50%) of the average of the Daily Value Traded of the Common Stock over the ten (10) Trading Days immediately preceding an Advance Notice, and

(ii) five million United States Dollars ($5,000,000); provided, however, that the parties hereto may modify the aforementioned conditions by mutual prior written consent. For purposes hereof, “Daily Value Traded” is the product obtained by multiplying the daily trading volume of the Common Stock on the Principal Market or Trading Market during regular trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day. For the avoidance of doubt, the daily trading volume shall include all trades on the Principal Market or Trading Market during regular trading hours.

“OFAC” shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.

“Ownership Limitation” shall have the meaning set forth in Section 2.04(a).

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Common Stock.

“Pricing Period” shall mean, the three (3) Trading Days commencing on the date of the Investor’s receipt of the Common Shares relating to the applicable Advance. With respect to a Secondary Advance, the Pricing Period shall be as agreed by the Company and the Investor, either (i) the Trading Day on which the Investor shall have received an Advance Notice relating to such Secondary Advance, or (ii) the first full Trading Day following the day the Advance Notice relating to such Secondary Advance are received, if such Advance Notice is received after 8:30 a.m. Eastern Time.

“Principal Market” shall mean the Nasdaq Stock Market LLC.

“Purchase Price” shall mean the lowest intraday sale price for the Common Stock during the Pricing Period.

“Registrable Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise, solely to the extent that such securities are restricted under the Securities Act.

“Registration Limitation” shall have the meaning set forth in Section 2.04(b).

“Registration Statement” shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by the Investor of the Registrable Securities under the Securities Act.

“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.

“Required Delivery Date” means any date on which the Company or its transfer agent is required to deliver Common Stock to Investor hereunder.

“Sanctions” means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority.

“Sanctions Programs” means any OFAC economic sanction program (including, without limitation, programs related to Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“SEC” shall mean the U.S. Securities and Exchange Commission.

“SEC Documents” shall have the meaning set forth in Section 4.04.

“Secondary Advance” shall have the meaning set forth in Section 7.01(k).

“Securities Act” shall have the meaning set forth in the recitals of this Agreement.

“Settlement Date” shall mean the 3rd Trading Day after expiration of the applicable Pricing Period for each Advance.

“Settlement Document” shall have the meaning set forth in Section 2.06(a).

“Shares” shall mean the Commitment Fee Shares, and the Common Stock to be issued from time to time hereunder pursuant to an Advance.

“Subsidiaries” shall have the meaning set forth in Section 4.01.

“Trading Day” shall mean any day during which the Principal Market or Trading Market shall be open for business.

“Trading Market” shall mean the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or the NYSE Euronext, whichever is at the time the principal trading exchange or market for the Common Stock.

“Transaction Documents” shall have the meaning set forth in Section 4.02.

“Transfer Agent Deliverables” shall have the meaning set forth in Section 2.03(b).

“VWAP” means, for any Trading Day, the daily volume weighted average price of the Common Stock for such Trading Day on the Principal Market or Trading Market from 9:30 a.m. Eastern Time through 4:00 p.m. Eastern Time, excluding the opening price and the closing price; provided, however upon an Advance Halt the VWAP calculation shall terminate as of the effective time of the Material Outside Event.

ARTICLE II

ADVANCES

Section 2.01 Advances; Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, Common Stock on the following terms.

Section 2.02 Advance Notice. At any time during the Commitment Period, the Company may require the Investor to purchase Common Stock by delivering an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and in accordance with the following provisions:

The Company shall, in its sole discretion, select the amount of the Advance, not to exceed the Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.

There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount or any part thereof.

The Advance Notice shall be valid upon delivery to Investor in accordance with Exhibit C.

Section 2.03 Date of Delivery of Advance Notice; Issuance of Shares.

An Advance Notice shall be deemed delivered on the day it is received by the Investor if such notice is received by email prior to 8:30 a.m. Eastern Time (or later if waived by the Investor in its sole discretion) in accordance with the instructions set forth on Exhibit C. Following the receipt of such Advance Notice the Investor shall provide the Company with a confirmation of its receipt of such Advance Notice, which receipt may be in the form of any email or orally (each, an “Advance Notice Confirmation”).

Promptly after receipt of the Advance Notice with respect to each Advance (and, in any event, not later than one (1) Trading Days after such receipt), the Company will, or will cause its transfer agent to, issue in the Investor’s name in a DRS account or accounts at the transfer agent all the shares of Common Stock purchased by Investor pursuant to such Advance. Such Common Stock shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and the certificate or book-entry statement representing such Shares shall bear the restrictive legend under the Securities Act. Notwithstanding the foregoing, if the Investor is to resell the Common Stock in a manner described under the caption “Plan of Distribution” in the Registration Statement and otherwise in compliance with this Agreement, the Investor shall concurrently with the delivery by the Investor to the Company of such Advance Notice Confirmation deliver to the transfer agent and Company the items set forth in clause (b) of the definition of DWAC Shares with respect to such resold shares of Common Stock and such other items as the transfer agent or counsel to the Company may reasonably request (collectively, the “Transfer Agent Deliverables”). With respect to shares of Common Stock or Commitment Fee Shares to be resold by the Investor as described in the preceding sentence and as to which the Investor has timely delivered the Transfer Agent Deliverables with respect to such shares of Common Stock or Commitment Fee Shares, such securities shall be delivered and credited by the transfer agent using the Fast Automated Securities Transfer (FAST) Program maintained by DTC (or any similar program hereafter adopted by DTC performing substantially the same function) to the account with DTC of the Investor’s designated Broker-Dealer as specified in the Transfer Agent Deliverables with respect to such securities at the time such securities would otherwise have been required to be delivered to the Investor in accordance with this Agreement, which securities (x) shall only be used by the Investor’s Broker- Dealer to deliver such securities to DTC for the purpose of settling the Investor’s share delivery obligations with respect to the sale of such Common Stock or Commitment Fee Shares (as applicable), which may include delivery to other accounts of such Broker-Dealer and inclusion in the number of shares of Common Stock or Commitment Fee Shares delivered by that Broker-Dealer in “net settling” that Broker-Dealer’s trading of shares of Common Stock, including its positions with the Broker-Dealers of the respective persons who purchase such securities from the Investor, and (y) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act until so delivered. The Company and the Investor acknowledge that such Commitment Fee Shares or shares of Common Stock (as applicable) credited to the account with DTC of the Investor’s designated Broker-Dealer shall be eligible for transfer to the third-party purchasers of such Commitment Fee Shares or shares of Common Stock or their respective Broker-Dealers as DWAC Shares. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares.

Section 2.04 Advance Limitations. Regardless of the amount of an Advance requested by the Company in the Advance Notice, the final amount of an Advance pursuant to an Advance Notice shall be reduced in accordance with each of the following limitations:

Ownership Limitation; Commitment Amount. In no event shall the number of shares of Common Stock issuable to the Investor pursuant to an Advance cause the aggregate number of Shares beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act) by the Investor and its Affiliates as a result of previous issuances and sales of Common Stock to Investor under this Agreement to exceed 4.99% of the then outstanding Common Stock (the “Ownership Limitation”). In connection with each Advance Notice delivered by the Company, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of shares of Common Stock issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.

Registration Limitation. In no event shall an Advance exceed the amount registered under the Registration Statement then in effect (the “Registration Limitation”) or the Exchange Cap to the extent applicable. In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation or Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.

Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional contract binding on both parties for the purchase and sale of Common Stock pursuant to such Advance Notice in accordance with the terms of this Agreement and subject to Applicable Law and Section 3.08 (Trading Activities), the Investor may sell Common Stock during the Pricing Period.

Section 2.06 Closings. The closing of each Advance and each sale and purchase of Common Stock related to each Advance (each, a “Closing”) shall take place on the applicable Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

On the Settlement Date in respect of an Advance, the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of shares of Common Stock to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.04), the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the lowest intraday sale price for the Common Stock for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and conditions of this Agreement. The Investor shall pay to the Company the aggregate purchase price of the Common Stock (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested.

Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the Material Outside Event set forth in Sections 6.08(vi) or (vii) shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end (the “Advance Halt”) and the final number of shares of Common Stock to be purchased by the Investor at the Closing for such Advance shall be equal to the number of shares of Common Stock sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

On or prior to the Settlement Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement or as otherwise reasonably required in order to implement and effect the transactions contemplated herein.

Section 2.07 Failure to Timely Deliver.

If on or prior to the Required Delivery Date either (I) if the transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to Investor and register such shares of Common Stock on the Company’s share register or, if the transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of Investor or Investor’s designee with DTC for the number of shares of Common Stock to which Investor submitted for legend removal by Investor pursuant to clause (ii) below or otherwise or (II) if the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, the transfer agent fails to credit the balance account of Investor or Investor’s designee with DTC for any shares of Common Stock submitted for legend removal by Investor, in each case, if and only if the Investor has delivered the Transfer Agent Deliverables in accordance with the requirements of Section 2.03(b) above, and the Company fails to promptly, but in no event later than one (1) Business Day (x) so notify Investor and (y) deliver the Common Stock electronically without any restrictive legend in accordance with the requirements of Section 2.03(b) above, and if on or after such Trading Day Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Investor of shares of Common Stock submitted for legend removal by Investor that Investor is entitled to receive from the Company (a “Buy-In”), then the Company shall, within one (1) Business Day after Investor’s request and in Investor’s discretion, either (i) pay cash to Investor in an amount equal to Investor’s total purchase price (including brokerage commissions, borrow fees and other out-of-pocket expenses, if any, for the Common Stock so purchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to Investor a certificate or certificates or credit the balance account of Investor or Investor’s designee with DTC representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock that the Company was required to deliver to Investor by the Required Delivery Date multiplied by (B) the price at which Investor sold such shares of Common Stock in anticipation of the Company’s timely compliance with its delivery obligations hereunder. Nothing shall limit Investor’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof.

In the event the Investor sells shares of Common Stock after receipt of an Advance Notice and the Company fails to perform its obligations as mandated in Section 2.03, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including, without limitation, all brokerage commissions, borrow fees, legal fees and expenses and all other related out-of-pocket expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the event of any such default, other than any such loss, claim, damage or expenses directly arising from the fraud, gross negligence or intentional misconduct of the Investor (as determined by a final non-appealable judgment of court having jurisdiction over such matter). It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal Market or Trading Market), without the posting of a bond or other security, the terms and provisions of this Agreement.

Section 2.08 Return of Surplus. If the value of the Shares delivered to the Investor causes the Company to exceed the Commitment Amount or the Exchange Cap, if still applicable, then the Investor shall return to the Company the surplus amount of Shares associated with such Advance.

Section 2.09 Completion of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company that all subsequent resales are completed and the Company will be under no further obligation to maintain the effectiveness of the Registration Statement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor hereby represents and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Notice Date and each Advance Date:

Section 3.01 Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Delaware and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Section 3.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Stock of the Company and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section 3.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Stock hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose all or a part of its investment.

Section 3.04 Investment Purpose. The Investor is acquiring the Common Stock for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Common Stock. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any prospectus contained therein.

Section 3.05 Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

Section 3.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

Section 3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that term is defined in Rule 405 promulgated under the Securities Act).

Section 3.08 Trading Activities. The Investor’s trading activities with respect to the Common Stock shall be in compliance with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market or Trading Market. Neither the Investor nor its affiliates has any open short position in the Common Stock, nor has the Investor entered into any hedging transaction that establishes a net short position with respect to the Common Stock, and the Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales or hedging transactions with respect to the Common Stock; provided that the Company acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell (a) the Common Stock to be issued to the Investor pursuant to the Advance Notice prior to receiving such shares of Common Stock, or (b) other shares of Common Stock issued or sold by the Company to Investor pursuant to this Agreement and which the Company has continuously held as a long position.

Section 3.09 General Solicitation. Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Common Stock by the Investor.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of the date hereof and each Advance Notice Date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date), that:

Section 4.01 Organization and Qualification. Each of the Company and its Subsidiaries (as defined below) is an entity duly organized and validly existing under the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. The Company’s Subsidiaries means any Person (as defined below) in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or equity or similar interests of such Person or (y) controls or operates all or any part of the business, operations or administration of such Person provided that such Subsidiary is set forth on Schedule 4.01.

Section 4.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Stock) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further consent or authorization will be required by the Company, its board of directors or its shareholders (except as otherwise contemplated by this Agreement). This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Section 4.03 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Stock) will not (i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (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 or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations or conflicts would not reasonably be expected to have a Material Adverse Effect.

Section 4.04 SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within the past two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, and none of the SEC Documents, when viewed as a whole as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. As of their respective dates (or, with respect to any financial statements that have been amended or superseded, the date of such amended or superseding financial statements), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Section 4.05 Equity Capitalization. Following the date of the Business Combination, the authorized capital of the Company is expected to consist of 550,000,000 shares of capital stock, including (A) 500,000,000 shares of Common Stock, , of which 154,271,933 are expected to be issued and outstanding and (B) 50,000,000 undesignated shares of preferred stock, of which none are issued and outstanding. No Common Stock is held in the treasury of the Company.

Section 4.06 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets. To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiaries regarding any material trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

Section 4.07 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.

Section 4.08 Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

Section 4.09 Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple or leasehold title to its properties and assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Section 4.10 Insurance. As of the Closing, the Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

Section 4.11 Regulatory Permits. Except as would not cause a Material Adverse Effect or as set forth on Schedule 4.11, the Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits.

Section 4.12 Internal Accounting Controls. Except as set forth in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required.

Section 4.13 Absence of Litigation. Except with respect to receipt of deficiency notices relating to Nasdaq delisting, which have been disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

Section 4.14 Subsidiaries. As of the date hereof, except as set forth on Schedule 4.14, the Company does not own or control, directly or indirectly, any interest in any other corporation, partnership, association or other business entity, except for the Subsidiaries.

Section 4.15 Tax Status. Except as would not have a Material Adverse Effect or as set forth in the SEC Documents, each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received written notification any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.

Section 4.16 Certain Transactions. Except as (i) set forth in the SEC Documents or (ii) not required to be disclosed pursuant to Applicable Law (including, for the avoidance of doubt, not yet required to be disclosed at the relevant time), none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

Section 4.17 Rights of First Refusal. Except as set forth on Schedule 4.17, the Company is not obligated to offer the Common Stock offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

Section 4.18 Dilution. The Company is aware and acknowledges that the issuance of shares hereunder could cause dilution to existing shareholders and could significantly increase the outstanding number of common shares of New PubCo.

Section 4.19 Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if the Registration Statement is not effective or if any issuances of shares of Common Stock pursuant to any Advances would violate any rules of the Principal Market or Trading Market.

Section 4.20 Sanctions Matters. Neither the Company, nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary of the Company, is a Person that is, or is owned or controlled by a Person that is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time:

the subject of any Sanctions; or

has a place of business in, or is operating, organized, resident or doing business in a country or territory that is, or whose government is, the subject of Sanctions Programs (including without limitation Crimea, Cuba, Iran, North Korea, Sudan and Syria).

Section 4.21 DTC Eligibility. The Company, through the transfer agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

ARTICLE V

INDEMNIFICATION

The Investor and the Company represent to the other the following with respect to itself:

Section 5.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor, its investment manager, and each of their respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability is the direct result of the fraud, gross negligence or intentional misconduct of the Investor (as determined by a final non-appealable judgment of court having jurisdiction over such matter). To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

Section 5.02 Notice of Claim. Promptly after receipt by an Investor Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee; provided, however, that an Investor Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due, subject to receipt by the indemnifying party of an undertaking to repay any amounts that such party is ultimately not entitled to receive as indemnification pursuant to this Agreement.

Section 5.03 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement.

ARTICLE VI

COVENANTS

Section 6.01 Registration Statement.

Filing of a Registration Statement. No later than thirty (30) calendar days following the date of the Business Combination, the Company shall use its reasonable best efforts to prepare and file with the SEC a Registration Statement for the resale by the Investor of Registrable Securities and to file one or more additional Registration Statements for the resale by Investor of Registrable Securities if necessary. The Company acknowledges and agrees that it shall not have the ability to request any Advances until the effectiveness of a Registration Statement registering the applicable Registrable Securities for resale by the Investor. The Company and the Investor shall mutually agree on a good faith estimate of the number of Commitment Fee Shares which may be issuable pursuant to Section 13.04 for purposes of registration; provided, however, that in the event such estimated number of shares have been (i) underestimated, the Company shall use reasonable best efforts to register additional Commitment Fee Shares promptly after such underestimation is made known to the Company and (ii) overestimated, the Company shall treat (and disclose in the registration statement the same) such excess shares as Common Stock issuable and saleable to the Investor pursuant to Advances hereunder.

Maintaining a Registration Statement. The Company shall use commercially reasonable efforts to maintain the effectiveness of any Registration Statement that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received notification pursuant to Section 2.07 that the Investor has completed resales pursuant to the Registration Statement for the full Commitment Amount, then the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall use commercially reasonable efforts to ensure that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. During the Commitment Period, the Company shall notify the Investor promptly if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Stock shall cease to be authorized for listing on the Principal Market or Trading Market, (iii) the Common Stock cease to be registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act (subject to applicable grace periods).

Filing Procedures. Not less than one business day prior to the filing of a Registration Statement and not less than one business day prior to the filing of any related amendments and supplements to any Registration Statements (except for any amendments or supplements caused by the filing of any annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any similar or successor reports), the Company shall furnish to the Investor copies of all such documents proposed to be filed, which documents (other than those filed pursuant to Rule 424 promulgated under the Securities Act) will be subject to the reasonable and prompt review of the Investor (in each of which cases, if such document contains material non-public information the information provided to Investor will be kept strictly confidential until filed and treated as subject to Section 6.08). The Investor shall furnish comments on a Registration Statement and any related amendment and supplement to a Registration Statement to the Company within 24 hours of the receipt thereof. If the Investor fails to provide comments to the Company within such 24-hour period, then the Registration Statement, related amendment or related supplement, as applicable, shall be deemed accepted by the Investor in the form originally delivered by the Company to the Investor.

Amendments and Other Filings. The Company shall use commercially reasonable efforts to (i) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the related prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Commitment Period, and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information), and (iv) comply with the provisions of the Securities Act with respect to the disposition of all the shares of Common Stock covered by such Registration Statement until such time as all of such shares of Common Stock shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(e)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act, the Company shall use commercially reasonable efforts to file such report in a prospectus supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate such filing into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC either on the day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement, if feasible, or otherwise promptly thereafter.

Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable Law, (i) register and qualify the Common Stock covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Common Stock for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its articles of incorporation or bylaws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.01(f), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Stock for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

Section 6.02 Suspension of Registration Statement.

Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit 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 (a “Black Out Period”).

No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees not to sell any shares of Common Stock of the Company.

Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is longer than 120 days in any 360 day period, or 90 consecutive days, or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition, the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period.

Section 6.03 Listing of the Common Stock. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.

Section 6.04 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an opinion and negative assurances letter from counsel to the Company in form and substance reasonably satisfactory to the Investor, covering matters customary for the transactions contemplated by this Agreement.

Section 6.05 Exchange Act Registration. The Company will use commercially reasonable efforts to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.

Section 6.06 Transfer Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required by the transfer agent for the Common Stock) cause legal counsel for the Company to deliver to the transfer agent for the Common Stock (with a copy to the Investor) instructions to issue shares of Common Stock to the Investor free of restrictive legends upon each Advance if the delivery of such instructions are consistent with Applicable Law and the Investor has provided the Transfer Agent Deliverables with respect to such shares of Common Stock required by this Agreement.

Section 6.07 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during the Commitment Period.

Section 6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related prospectus relating to an offering of Common Stock (in each of which cases the information provided to Investor will be kept strictly confidential): (i) except for requests made in connection with SEC or other Federal or state governmental authority investigations disclosed in the SEC Documents, receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related prospectus to comply with the Securities Act or any other law; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant any Advance Notice (other than as required pursuant to Section 2.05(c), during the continuation of any of the foregoing events in clauses (i) through (v) above, or in the event that (vi) there shall be no bid for the Common Stock on the Principal Market or Trading Market for a period of 15 consecutive minutes at any time during the applicable Pricing Period or (vii) there shall be a “trading halt” or circuit breaker“ event with respect to the Common Stock on the Principal Market or Trading Market during the applicable Pricing Period (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a ”Material Outside Event”).

Section 6.09 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance Notice has been closed in accordance with Section 2.06 hereof, and all Shares in connection with such Advance have been received by the Investor.

Section 6.10 Issuance of Common Stock. The issuance and sale of Common Stock hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act or Regulation D under the Securities Act and any applicable state securities law.

Section 6.11 Market Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company under Regulation M of the Exchange Act.

Section 6.12 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s counsel, accountants and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal Market or Trading Market, or (vii) filing fees of the SEC and the Principal Market or Trading Market.

Section 6.13 Reserved.

Section 6.14 Advance Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action date, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.

Section 6.15 Use of Proceeds. The Company will use the proceeds from the sale of the Common Stock hereunder for working capital and other general corporate purposes. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions.

Section 6.16 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.

Section 6.17 Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would cause this offering of the Securities by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require shareholder approval pursuant to the rules of the Principal Market or Trading Market on which any of the securities of the Company are listed or designated, unless shareholder approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market or Trading Market.

Section 6.18 Other Transactions. The Company shall not enter into, announce or recommend to its shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in accordance with the terms of the Transaction Documents.

Section 6.19 Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act.

Section 6.20 Limitation on Variable Rate Transactions. From the date that is one (1) day after the closing of the Business Combination Agreement and until such date as the Investor shall have sold all of its Commitment Fee Shares (the “Limitation Date”), the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in connection with an Exempt Issuance or with the prior written consent of the Investor. The Investor shall be entitled to seek injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.

“Common Stock Equivalents” means any securities of the Company which entitle the holder thereof to acquire at any time Common Stock, including, without limitation, Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any future equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an at-the-market offering or “equity line” (that is not an Exempt Issuance) or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price.

“Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, consultants, directors or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Shares issued to the Investor pursuant to this Agreement, (c) Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the date hereof, provided that such securities or Common Stock Equivalents referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or Common Stock underlying such securities or to decrease the exercise price, exchange price or conversion price of such securities, (f) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date and (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. At any time that the Company enters into a Variable Rate Transaction in breach of this section, the Company shall promptly pay to Investor $200,000 in cash, as liquidated damages for such breach.

Section 6.21 DTC. The Company shall take all action reasonably required to ensure that its Common Stock can be transferred electronically as DWAC Shares if the Transfer Agent Deliverables with respect to such Common Stock have been provided by the Investor.

Section 6.22 Reserved.

Section 6.23 Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock (excluding transactions properly marked “short exempt”) or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

Section 6.24 Use of Name. The Company shall not, directly or indirectly, use the names “Helena Partners”, “Helena Global Investments”, or “Helena”, or any derivations thereof, or logos associated with these names, as the case may be, in any manner or take any action that may imply any relationship with the Investor or any of its Affiliates without the prior written consent of the Investor, provided, however, the Investor hereby consents to all lawful uses of these names in the prospectus, statement and other materials that are required by applicable laws or pursuant to the disclosure requirements of the SEC or any state securities authority.

ARTICLE VII

CONDITIONS FOR DELIVERY OF ADVANCE NOTICE

Section 7.01 Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects.

Registration of the Common Stock with the SEC. There is an effective Registration Statement pursuant to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Registrable Securities. The Company shall have filed with the SEC all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date.

Authority. The Company shall have obtained all permits and qualifications required by any applicable state for the offer and sale of all the Common Stock issuable pursuant to such Advance Notice, or shall have the availability of exemptions therefrom. The sale and issuance of such Common Stock shall be legally permitted by all laws and regulations to which the Company is subject.

No Material Outside Event or Material Adverse Effect. No Material Outside Event or Material Adverse Effect shall have occurred and be continuing.

Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior the applicable Condition Satisfaction Date including, without limitation, the delivery of all Common Stock issuable pursuant to all previously delivered Advance Notices and the issuance of all Commitment Fee Shares previously required to be issued to Investor (for the avoidance of doubt, if the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement at the time of the applicable Condition Satisfaction Date, but did not comply with any timing requirement set forth herein, then this condition shall be deemed satisfied unless the Investor is materially prejudiced by the failure of the Company to comply with any such timing requirement) and the issuance of the Commitment Fee Shares free of any restrictive legends in accordance with Section 13.04 herein.

No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly, materially and adversely affects any of the transactions contemplated by this Agreement.

No Suspension of Trading in or Delisting of the Common Stock. The Common Stock is quoted for trading on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal Market The Company shall not have received any written notice that is then still pending threatening the continued quotation of the Common Stock on the Principal Market

Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the Shares issuable pursuant to such Advance Notice.

Executed Advance Notice. The representations contained in the applicable Advance Notice shall be true and correct in all material respects as of the applicable Condition Satisfaction Date.

Consecutive Advance Notices. Consecutive Advance Notices. Except with respect to the first Advance Notice, unless waived by the Investor in its sole discretion, the Pricing Period for all prior Advances shall have been completed. If the condition set forth in this clause (j) is waived by the Investor, the Advance which the Investor has elected to permit while a prior Pricing Period is ongoing shall be referred to herein as a “Secondary Advance”.

Business Combination. The Business Combination shall have been consummated.

No Variable Rate Transactions. Unless waived by the Investor, the Company shall not then be party to any Variable Rate Transaction.

Furthermore, the Company shall not have the right to deliver an Advance Notice to the Investor if any of the following shall occur:

the Company breaches any representation or warranty in any material respect, or breaches any covenant or other term or condition under any Transaction Document in any material respect, and except in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least three (3) consecutive Business Days;

if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law for so long as such proceeding is not dismissed;

if the Company is at any time insolvent, or, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or (v) the Company is generally unable to pay its debts as the same become due;

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any Subsidiary for so long as such order, decree or similar action remains in effect; or

if at any time the Company is not eligible or is unable to transfer its Shares to Investor, including, without limitation, electronically through DTC’s Deposit/Withdrawal At Custodian system.

ARTICLE VIII

NON-DISCLOSURE OF NON-PUBLIC INFORMATION

The Company covenants and agrees that, other than as expressly required by Section 6.08 hereof, it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non- public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the SEC) directly or indirectly to the Investor or its affiliates, without also disseminating such information to the public, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides the Investor with the opportunity to accept or refuse to accept such material non-public information for review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality, or be deemed to have agreed to maintain information in confidence, with respect to the delivery of any Advance Notices. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least twenty-four (24) hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, shareholders or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.

ARTICLE IX

NON EXCLUSIVE AGREEMENT

This Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, if permitted by the terms of the Agreement, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Common Stock or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.

ARTICLE X

CHOICE OF LAW/JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.

ARTICLE XI

ASSIGNMENT; TERMINATION

Section 11.01 Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.

Section 11.02 Termination.

Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the date hereof or (ii) the date on which the Investor shall have made payment of Advances pursuant to this Agreement for Common Stock equal to the Commitment Amount.

The Company may terminate this Agreement effective upon five Trading Days’ prior written notice to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Stock in respect of which has yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement including, without limitation, all Commitment Fee Shares. This Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent.

Nothing in this Section 11.02 shall be deemed to release the Company or the Investor from any liability for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.

ARTICLE XII

NOTICES

Other than with respect to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.02 in accordance with Exhibit C, any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S. certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications (except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

If to the Company, to:	Focus Impact BH3 NewCo, Inc.
	1345 Avenue of the Americas, 33^rd Floor
	New York, New York 10105
	Attn: Carl Stanton
	E-mail: ***

With a Copy (which shall not constitute notice or delivery	Kirkland & Ellis LLP
of process) to:	601 Lexington Avenue
	New York, New York 10022
	Attn: Peter Seligson, P.C.
	Email: [email protected]

If to the Investor(s):	Helena Global Investment Opportunities 1 Ltd.
	71 Fort Street
	Third Floor
	Grand Cayman
	Cayman Islands
	CY1-111
	Attention: Jeremy Weech
	Telephone: ***
	Email: ***

With a Copy (which shall not constitute notice or delivery	Lucosky Brookman LLP
of process) to:	101 Wood Avenue South
	Fifth Floor
	Woodbridge, New Jersey 08830
	Attention: Rodrigo Sanchez, Esq.
	Telephone: (732) 395-4417
	Email: [email protected]

Either may change its information contained in this Article XII by delivering notice to the other party as set forth herein.

ARTICLE XIII

MISCELLANEOUS

Section 13.01 Counterparts. This Agreement may be executed in identical counterparts, both 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. Facsimile or other electronically scanned and delivered signatures, including by e- mail attachment, shall be deemed originals for all purposes of this Agreement.

Section 13.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement. The provisions of the existing confidentiality agreement between the Investor and the Company shall remain in force, except that all provisions therein dealing with the treatment of material non-public information are superseded by this Agreement.

Section 13.03 Reporting Entity for the Common Stock. The reporting entity relied upon for the determination of the trading price or trading volume of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section 13.04 Due Diligence Fee; Commitment Fee Shares.

Except as otherwise provided herein, each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby; provided that the Company shall be responsible for all of Investor’s customary due diligence and legal fees (and will provide proof of any retainer payments and engagement letters) of up to $40,000 in connection with the preparation and negotiation of this Agreement.

In consideration for the Investor’s execution and delivery of this Agreement, on the date hereof the Target shall issue to the Investor such number of its shares of common stock so that in connection with the Business Combination the Investor shall have 500,000 shares of Common Stock (the “Commitment Fee Shares”), which Commitment Fee Shares upon the closing of the Business Combination will be unrestricted under applicable United States securities Laws .

Section 13.05 Brokerage. Except as set forth on Schedule 13.05, each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

	COMPANY:

	FOCUS IMPACT BH3 NEWCO, INC.

	By:	/s/ CARL STANTON
	Name:	Carl Stanton
	Title:	Chief Executive Officer

	TARGET:

	XCF GLOBAL CAPITAL, INC.

	By:	/s/ Simon Oxley
	Name:	Simon Oxley
	Title:	CFO

	INVESTOR:

	HELENA GLOBAL INVESTMENT OPPORTUNITES I LTD.

	By:	/s/ Jeremy Weech
	Name:	Jeremy Weech
	Title:	Managing Partner

EXHIBIT A

ADVANCE NOTICE

FOCUS IMPACT BH3 NEWCO, INC.

Dated: Advance Notice Number:

The undersigned, , hereby certifies, with respect to the sale of the Common Stock of FOCUS IMPACT BH3 NEWCO, INC. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Purchase Agreement, dated as of May , 2025 (the “Agreement”), as follows:

1	The undersigned is the duly elected of the Company.

2	There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement.

3	All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.

4	The amount of shares of Common Stock issued in respect of such Advance is:

5	The number of shares of Common Stock of the Company issued and outstanding as of the date hereof is

6	The Pricing Period shall be three (3) Trading Days.

The undersigned has executed this Advance Notice as of the date first set forth above.

FOCUS IMPACT BH3 NEWCO, INC.

By:
Name:
Title:

EXHIBIT B

FORM OF SETTLEMENT DOCUMENT

VIA EMAIL

FOCUS IMPACT BH3 NEWCO, INC.

Attn:

Email:

Subject:

Below please find the settlement information with respect to the Advance Notice Date of:

1.	Amount of Advance requested in the Advance Notice

2.	Adjusted Advance (after taking into account any adjustments pursuant to Section 2.04):

3.	Lowest Intraday Sale Price during Pricing Period:

3.	Purchase Price:

8.	Number of Shares issued to Investor:

	Sincerely,

	[Helena Global Investment Opportunities 1 Ltd.]
	By:
	Name:
	Title:

Agreed and Approved:

FOCUS IMPACT BH3 NEWCO, INC.

By:
Name:
Title:

SCHEDULE 1

Authorized Representatives

The following individuals may execute Advance Notices:

EXHIBIT C

VIA EMAIL

Email: ***

Subject: ELOC: Focus Impact BH3 NewCo, Inc. Advance Notice

Below please find the Advance Notice Date of:

1.	Amount of Advance Shares:

2.	Time of Advance:

Exhibit 10.9

PROMISSORY NOTE

May 30, 2025

$2,000,0000

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, FOCUS IMPACT BH3 NEWCO, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Helena Global Investment Opportunities 1 Ltd or its assigns (the "Noteholder"), Two Million and zero/100 United States Dollars ($2,000,000.00), together with all accrued interest thereon and other interest otherwise owing as provided in this Promissory Note (this "Note"). This Note is also acknowledged for the purposes of Sections 6, 11 and 12 hereof, by Randall Soule, an individual ( “Soule”) , and together with the Borrower and Noteholder, the "Parties").

1. Definitions; Interpretation.

1.1 Capitalized terms used herein shall have the meanings set forth in this Section 1.

“Advanced Shares” has the meaning set forth in Section 11.

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977.

"Applicable Rate" means a rate equal to twenty percent (20%) per quarter. "Beneficial Ownership Regulation" has the meaning set forth Section 12.10. "Borrower" has the meaning set forth in the introductory paragraph. “Business Combination” means that certain business combination pursuant to terms of the Business Combination Agreement.

“Business Combination Agreement” means that certain Business Combination Agreement, dated March 11, 2024, as amended by amendment no. 1 thereto, dated as of November 30, 2024, and as further amended by amendment no. 2 thereto, dated as of April 4, 2025 as the same maybe further amended, by and among Focus Impact BH3 Acquisition Company, a Delaware corporation, the Borrower which is a wholly owned subsidiary of Focus Impact, Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Borrower, Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of the Borrower and XCF Global Capital, Inc., a Nevada corporation (the “Target”).

"Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to close.

“Common Stock” shall mean the Class A common stock of the Borrower, par value $0.0001 per share.

"Debt" of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures, or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements, or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates, or commodity prices, or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Borrower secured by any lien on any asset of the Borrower, whether or not such indebtedness has been assumed by the Borrower.

"Default" means any of the events specified in Section 9 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 9, would, unless cured or waived, become an Event of Default.

"Default Rate" means the Applicable Rate plus 2%.

"Event of Default" has the meaning set forth in Section 9.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.

"Governmental Authority" means the government of the United States of America or any nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Law" as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Lien" means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest.

"Loan" means Two Million and zero/100 United States Dollars ($2,000,000.00).

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of the Note; (c) the rights or remedies of the Noteholder hereunder; or (d) the Borrower's ability to perform any of its material payment obligations hereunder.

"Maturity Date" means the earlier of (a) the date that is three months following the disbursement of the Loan in accordance with Section 2 and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 10.

"Note" has the meaning set forth in the introductory paragraph.

"Noteholder" has the meaning set forth in the introductory paragraph.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.

"Parties" has the meaning set forth in the introductory paragraph.

"Permitted Debt" means Debt (a) existing or arising under this Note and any refinancing thereof; (b) existing as of the date of this Note and any refinancing thereof; (c) which may be deemed to exist with respect to swap contracts; (d) owed in respect of any netting services, overdrafts, and related liabilities arising from treasury, depository, and cash management services in connection with any automated clearinghouse transfers of funds; (e) unsecured insurance premiums owing in the ordinary course of business, or (f) the proceeds of which are used to pay off the amounts owing under this Note in its entirety.

"Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.

"Sanctioned Country" means, at any time, a country or territory which is itself the subject or target of any comprehensive or country-wide Sanctions.

"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions- related list of designated Persons maintained by a Sanctions Authority; (b) any Person operating, organized, or resident in a Sanctioned Country, (c) any Person controlled or 50% owned by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person that is the subject or target of any Sanctions.

"Sanctions" mean all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by a Sanctions Authority.

"Sanctions Authority" means OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or other relevant sanctions authority.

"SEC Documents" means all filings made under the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended, by Borrower or Target.

"Soule" has the meaning set forth in the introductory paragraph.

“Target” means XCF Global Capital, Inc. a Nevada corporation.

“Trading Day” shall mean any day during which the principal exchange upon which the Common Stock is listed for trading shall be open for business.

"USA PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).

1.2 Interpretation. For purposes of this Note (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. Unless the context otherwise requires, references herein to: (x) Schedules, Exhibits, and Sections mean the Schedules, Exhibits, and Sections of this Note; (y) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

2. Loan Disbursement. The Loan shall be disbursed by the Noteholder to the Borrower on the date of the Business Combination in accordance with instructions provided by the Borrower to the Noteholder in writing minus any expenses payable in accordance with Section 12.2.

3. Payment Dates; Optional Prepayments; Application of Proceeds from the Sale of Advanced Shares.

3.1 Payment Dates. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the Maturity Date, unless accelerated as provided in Section 3.4.

3.2 Optional Prepayments. The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid amount may be reborrowed.

3.3 Application of Proceeds from the Sale of Advanced Shares. The Noteholder shall apply the net proceeds (as such term is used in Section 11.2) from the sale of Advanced Shares as provided in Section 11 towards the payment of unpaid principal and accrued and unpaid interest in accordance with Section 5.2 as if such proceeds were payments received from the Borrower.

3.4 Mandatory Prepayment. If the Borrower or any of its subsidiaries issues any debt other than Permitted Debt, including any subordinated debt or convertible debt or equity interests, in one or more transactions, unless otherwise waived in writing by and at the discretion of the Noteholder, the Borrower will immediately utilize the proceeds of such issuance to repay any outstanding but unpaid principal and accrued and unpaid interest under this Note.

4. Interest.

4.1 Interest Rate. Except as otherwise provided herein, the outstanding principal amount of the Loan made hereunder shall bear interest at the Applicable Rate from the date the Loan was made until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise; provided however that the interest owing hereunder shall be no less than four hundred thousand United States Dollars ($400,000).

4.2 Interest Payment Dates. All accrued and unpaid interest shall be payable to the Noteholder on the Maturity Date.

4.3 Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full.

4.4 Computation of Interest. All computations of interest shall be made on the basis of 365 or 366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on the Loan on the day on which the Loan is made, and shall not accrue on the Loan for the day on which it is paid.

4.5 Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on the Loan shall exceed the maximum rate of interest permitted to be charged by the Noteholder to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law/that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest permitted by applicable Law shall be deemed a voluntary prepayment of principal.

5. Payment Mechanics.

5.1 Manner of Payments. All payments of interest and principal shall be made in lawful money of the United States of America no later than 12:00 PM on the date on which such payment is due by cashier's check, certified check, or by wire transfer of immediately available funds to the Noteholder's account at a bank specified by the Noteholder in writing to the Borrower from time to time.

5.2 Application of Payments. All payments made under this Note shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under the Note; provided that for every $1.00 of net proceeds received from the sale of Advanced Shares in accordance with Section 11, $0.20 shall be applied to accrued and unpaid interest and $0.80 shall be applied to unpaid principal, except to the extent that there shall then be no accrued interest in which case the entire amount of the net proceeds shall be applied towards unpaid principal.

5.3 Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

5.4 Rescission of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, the Borrower's obligation to make such payment shall be reinstated as though such payment had not been made.

6. Representations and Warranties. The Borrower and Soule, as applicable, each hereby represent and warrant to the Noteholder on the date hereof as follows:

6.1 Existence; Power and Authority; Compliance with Laws. The Borrower (a) is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its jurisdiction of organization, (b) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to execute and deliver this Note, and to perform its obligations hereunder, and (c) is in compliance with all Laws except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Soule (a) has the legal right to execute and deliver this Note and to perform its obligations hereunder, (b) is the record and beneficial owner of the Advanced Shares and has the legal right to transfer such Advanced Shares as provided in Section 11, free and clear of any encumbrances, and (c) is in compliance with all Laws except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have materially and adversely affect his ability to deliver the Advanced Shares and perform his obligations under this Note.

6.2 Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. Each of the Borrower and Soule has duly executed and delivered this Note.

6.3 No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Borrower or Soule to execute, deliver, or perform any of its or his obligations under this Note.

6.4 No Violations. The execution and delivery of this Note and the consummation by the Borrower or Soule of the transactions contemplated hereby do not and will not (a) violate any Law applicable to the Borrower or Soule or by which any of their respective properties or assets may be bound; or (b) constitute a default under any material agreement or contract by which the Borrower or Soule may be bound.

6.5 Enforceability. The Note is a valid, legal, and binding obligation of the Borrower, enforceable against the Borrower and Soule in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.6 No Litigation. Except as set forth in the SEC Documents, no action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower or Soule, threatened by or against the Borrower or Soule or any of their respective property or assets (a) with respect to the Note or any of the transactions contemplated hereby or (b) that would be expected to materially adversely affect the Borrower's financial condition or the ability of the Borrower or Soule to perform its or his obligations under the Note.

6.7 USA PATRIOT Act; Anti-Money Laundering. Each of the Borrower and Soule is, and to the knowledge of the Borrower, Borrower’s directors, officers, employees, and agents are, in compliance in all material respects with the USA PATRIOT Act, and any other applicable terrorism and money laundering laws, rules, regulations, and orders.

6.8 Anti-Corruption Laws and Sanctions.

(a) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Borrower and its directors, officers, employees, and agents with Anti-Corruption Laws and applicable Sanctions and the Borrower is, and to the knowledge of the Borrower, the Borrower’s directors, officers, employees, and agents are, in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects.

(b) Neither the Borrower nor any director or officer of the Borrower is a Sanctioned Person. Soule is not a Sanctioned Person.

(c) No use of proceeds of the Loan or other transaction contemplated by this Note will violate any Anti-Corruption Law or applicable Sanctions.

7. Affirmative Covenants. Until all amounts outstanding under this Note have been paid in full, the Borrower shall:

7.1 Maintenance of Existence. (a) Preserve, renew, and maintain in full force and effect its corporate or organizational existence and (b) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

7.2 Compliance. (a) Comply with all Laws applicable to it and its business and its obligations under its material contracts and agreements, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (b) maintain in effect and enforce policies and procedures reasonably designed to achieve compliance in all material respects by the Borrower and its directors, officers, employees and agents with Anti- Corruption Laws and applicable Sanctions.

7.3 Payment Obligations. Pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, and reserves in conformity with GAAP with respect thereto have been provided on its books.

7.4 Notice of Events of Default. As soon as possible and in any event within two Business Days after it becomes aware that an Event of Default has occurred, notify the Noteholder in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

7.5 Further Assurances. Upon the request of the Noteholder, execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note.

8. Negative Covenants. Until all amounts outstanding under this Note have been paid in full, the Borrower shall not:

8.1 Indebtedness. Incur, create, or assume any Debt, other than Permitted Debt.

8.2 Liens. Incur, create, assume, or suffer to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in conformity with GAAP; and (b) non-consensual Liens arising by operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; and (c) Liens in respect of Permitted Debt in existence as of the date hereof or created in connection with the refinancing of any Permitted Debt.

8.3 Line of Business. Following the closing of the Business Combination, enter into any business, directly or indirectly, except for those businesses in which the Target is engaged on the date of this Note or that are reasonably related thereto.

9. Events of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:

9.1 Failure to Pay. The Borrower fails to pay (a) any principal amount of the Loan when due or (b) interest or any other amount when due and such failure continues for five (5) days.

9.2 Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower or Soule to the Noteholder herein is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.

9.3 Breach of Covenants.

The Borrower fails to observe or perform (a) any covenant, condition, or agreement contained in Section 3 or Section 8 or (b) any other material covenant, obligation, condition, or agreement contained in this Note, other than those specified in clause (a) and Section 8.1, and such failure continues for 30 days.

9.4 Cross-Defaults. The Borrower fails to pay when due any of its Debt (other than Debt arising under this Note and any Debt where the amount or validity thereof is currently being contested in good faith by appropriate proceedings), or any interest or premium thereon, when due and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt.

9.5 Bankruptcy.

(a) The Borrower commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Borrower any case, proceeding, or other action of a nature referred to in Section 9.5(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of 45 days;

(c) There is commenced against the Borrower any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 45 days from the entry thereof;

(d) The Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 9.5(a), Section 9.5(b), or Section 9.5(c) above; or

(e) The Borrower is generally not, or shall be unable to, or admits in writing its inability to, pay its debts as they become due.

9.6 Judgments. One or more judgments or decrees shall be entered against the Borrower and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within 45days from the entry thereof.

10. Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option, by written notice to the Borrower (a) declare the entire principal amount of the Loan, together with all accrued interest thereon and all other amounts payable under this Note, immediately due and payable; (b) retain for its benefit any unreturned Advanced Shares and/or (c) exercise any or all of its rights, powers or remedies under; provided, however, that if an Event of Default described in Section 9.5 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. In no event shall Soule be responsible for the payment of any amount due to the Noteholder under this Note.

11. Advanced Shares.

11.1 On the date hereof, Soule shall cause to be transferred to the Noteholder such number of shares of the Target’s common stock beneficially owned by him that upon the Business Combination the Noteholder shall have registered in its name two million (2,000,000) shares of Common Stock (the “Advanced Shares”), which such Advanced Shares upon the closing of the Business Combination will be unrestricted under applicable United States securities Laws.

11.2 Upon the Noteholder’s receipt of two million four hundred thousand United States Dollars ($2,400,000) in (i) payments from the Borrower, and (ii) aggregate net proceeds (the proceeds minus clearing fees, brokerage fees, transfer agent fees, legal costs and taxes on gains associated with the sale of Advanced Shares) from the sale of Advanced Shares, the Noteholder shall transfer to Soule any Advanced Shares remaining in its possession at that time, and upon such transfer, Soule shall become the beneficial owner of such Advanced Shares and the Noteholder will have no further rights in and to such Advanced Shares. In connection with such transfer, each of the Noteholder and Soule grants the Borrower a limited power of attorney for the purpose of effectuating the foregoing transfer, and agrees to take any and all action reasonably requested by the Borrower or the Borrower’s transfer agent necessary to effectuate such transfer.

11.3 If the Noteholder shall have sold all of the Advanced Shares and not yet received at least two million four hundred thousand United States Dollars ($2,400,000) in net proceeds from the sale thereof and in other payments from the Borrower hereunder any shortfall shall be payable by the Borrower as otherwise required under this Note.

11.4 The Noteholder shall provide the Borrower with such records, including brokerage account and bank statements, reasonably requested by the Borrower to confirm the number of Advanced Shares sold, and the net proceeds received, by the Noteholder.

12. Miscellaneous.

12.1 Notices.

(a) All notices, requests, or other communications required or permitted to be delivered hereunder shall be delivered in writing, in each case to the address specified below or to such other address as such Party may from time to time specify in writing in compliance with this provision:

(i) If to the Borrower:

FOCUS IMPACT BH3 NEWCO, INC.

1345 Avenue of the Americas, 33rd Floor

New York, New York 10105

Attn: Carl Stanton

Telephone: ***

Email: ***

With a copy (which shall not constitute notice) to:

Stradley Ronon Stevens & Young, LLP

2005 Market Street

Suite 2600

Philadelphia, PA 19103

Attn: Thomas L. Hanley

Telephone: 215-564-8577

Email: [email protected]

(ii) If to Soule:

Randall Soule

c/o XCF GLOBAL CAPITAL, INC.

2500 CityWest Blvd, Suite 150-138

Houston, TX 77042

Attn: Simon Oxley, CFO

Telephone: ***

Email: ***

With a copy (which shall not constitute notice) to:

Stradley Ronon Stevens & Young, LLP

2005 Market Street

Suite 2600

Philadelphia, PA 19103

Attn: Thomas L. Hanley

Telephone: 215-564-8577

Email: [email protected]

(iii) If to the Noteholder:

Helena Global Investment Opportunities 1 Ltd

Attn: Jeremy Weech

Telephone: ***

Email: ***

With a copy (which shall not constitute notice) to:

Lucosky Brookman LLP

101 Wood Avenue South Fifth Floor

Woodbridge, NJ 08830

Attn: Rodrigo Sanchez, esq

Telephone: 732-395-4417

Email: [email protected]

(b) Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; (ii) sent by facsimile during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next business day); and (iii) sent by email shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return email, or other written acknowledgment).

12.2 Expenses. The Borrower shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable expenses and fees of its counsel in an amount of up to $60,000 in connection with the preparation and negotiation of this Note, which amount shall be inclusive of the counsel fees and expenses reimbursable by the Borrower in connection with the Purchase Agreement by and between the Borrower and the Noteholder, dated as of the date hereof) incurred by the Noteholder in connection with the transactions contemplated hereby including the negotiation, documentation, and execution of this Note and the enforcement of the Noteholder's rights hereunder which such amounts may be deducted by the Noteholder from the Loan.

12.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note, and the transactions contemplated hereby shall be governed by the laws of the State of Delaware.

12.4 Submission to Jurisdiction.

(a) Each of the Noteholder, the Borrower and Soule hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Borrower in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 12.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Borrower in any other court having jurisdiction over the Borrower or (ii) serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.

12.5 Venue. Each of the Borrower and Soule irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it or he may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 12.4 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

12.6 Waiver of Jury Trial. EACH OF THE BORROWER AND SOULE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT OR HE MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

12.7 Integration. This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.

12.8 Successors and Assigns. This Note may be assigned or transferred by the Noteholder to any Person. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.

12.9 Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, and diligence in taking any action to collect sums owing hereunder.

12.10 USA PATRIOT Act. The Noteholder hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act and 31 C.F.R. § 1010.230 (the "Beneficial Ownership Regulation"), it is required to obtain, verify, and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Noteholder to identify the Borrower in accordance with the USA PATRIOT Act and the Beneficial Ownership Regulation, and the Borrower agrees to provide such information from time to time to the Noteholder.

12.11 Amendments and Waivers. No term of this Note may be waived, modified, or amended except by an instrument in writing signed by both of the Parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

12.12 Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

12.13 No Waiver; Cumulative Remedies. No failure to exercise, and no delay in exercising on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

12.14 Electronic Execution. The words "execution," "signed," "signature," and words of similar import in the Note shall be deemed to include electronic or digital signatures or electronic records, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based record-keeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301 to 309).

12.15 Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Borrower has executed this Note as of May __, 2025.

	FOCUS IMPACT BH3 NEWCO, INC.

	By /s/ CARL STANTON
	Name: CARL STANTON
	Title: Partner

By its acceptance of this Note, Soule acknowledges and agrees to be bound by the provisions of Section 6, Section 11, and Section 12. SOULE

/s/ Randy Soule
Name: Randall Soule

By its acceptance of this Note, the Noteholder acknowledges and agrees to be bound by the provisions of Section 11.

Helena Global Investment Opportunities 1 Ltd

By /s/ Jeremy Weech
Name: Jeremy Weech
Title: Managing Partner

Exhibit 10.11

XCF GLOBAL CAPITAL, INC.

EMPLOYMENT AGREEMENT

This Employment Agreement is made by and between XCF Global Capital, Inc. (together with its successors and assigns, the “Company”) and Pamela Abowd (“Executive”) (the Company and Executive are collectively referred to herein as the “Parties,” or each individually referred to as a “Party”), and amends, supersedes and replaces previous terms and conditions, if any, previously entered into between the Company and Executive. This Employment Agreement (the “Agreement”) is entered into as of April 16, 2025 (the “Start Date”).

1. Duties and Scope of Employment.

(a) Position; Agreement Commencement Date; Duties. Executive’s coverage under this Agreement shall commence upon the date this Agreement has been signed by both Parties hereto (the “Agreement Commencement Date”). Following the Agreement Commencement Date, Executive shall serve as Chief Accounting Officer (“CAO”) of the Company reporting to the Chief Financial Officer of the Company (the “CFO”). The period of Executive’s employment hereunder is referred to herein as the “Employment Term.” During the Employment Term, Executive shall render such business and professional services in the performance of her duties, consistent with Executive’s position within the Company, as shall reasonably be assigned to him by the CFO, including duties for any Company subsidiary or affiliate.

(b) Obligations. During the Employment Term, Executive shall devote such of her time and business efforts as may be necessary for him to perform the obligations as assigned by the Board and commensurate with her position. Executive agrees, during the Employment Term, not to actively engage in any other employment, or occupation for any direct or indirect remuneration competitive with the business of the Company without the prior approval of the Board. Executive may also serve in any capacity with any civic, educational or charitable organization, or as a member of corporate boards of directors or committees thereof, without the approval of the Board, unless such service involves a conflict of interest with the Company’s business. The Parties agree that such service on the External Boards does not conflict in any way with Executive’s obligations under this Agreement and does not involve a conflict of interest with the Company’s business.

(c) Employee Benefits. During the Employment Term, Executive shall be eligible to participate in the employee benefit plans maintained by the Company that are applicable to other senior management to the fullest extent provided for under those plans, including, at a minimum, eighty percent (80%) of health insurance premiums to be paid by the Company, life insurance equal to double Executive’s Base Salary not to exceed $1 million (as defined below), a phone subsidy based on Executive’s actual and reasonable bill incurred each month, a $3,500 annual fitness and wellness subsidy, a three percent (3%) automatic 401(k) match; 100% match on Executive’s first 3% of contributions, a $9,960 annual car allowance, and relocation benefits if Executive is required to relocate at the Company’s request. Executive agrees to cooperate in all reasonable respects with such plans, including without limitation, complying with all medical testing, reporting and application requirements for obtaining and/or maintaining any policy of life or disability insurance owned by the Company. Further, if applicable, the Company shall reimburse Executive for all medical and dental co-payments and deductibles that Executive incurs which are not covered under Executive’s Medicare coverage. Executive acknowledges and agrees that the inclusion of this Section 2(c) does not obligate the Company to implement or maintain any employee benefit plans unless and until the Business Combination has been consummated.


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Pamela Abowd Employment Agreement

2. At-Will Employment. Executive and the Company understand and acknowledge that Executive’s employment with the Company constitutes “at-will” employment. Subject to the Company’s obligation to provide severance benefits as specified herein, Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party at the option either of the Company or Executive.

3. Compensation.

(a) Base Salary. While employed by the Company, the Company shall pay the Executive as compensation for her services an initial base salary at the monthly rate of $25,000 or $300,000 per year (the “Pre-Transaction Base Salary”). Such salary shall be paid periodically in accordance with normal Company payroll practices and subject to the usual, required withholding. In the event of the consummation of the Business Combination, the Company shall pay the Executive as compensation for her services an initial base salary as set forth in the Post-Transaction Employment Agreement (as defined herein, the form of which is attached as Exhibit A to this Agreement).

(b) Bonuses and Incentive Compensation. Executive shall be eligible to receive such bonuses, incentive compensation and/or commissions as the Board and Executive may determine from time to time, as described in the Post-Transaction Employment Agreement.

(c) Reimbursement of Business Expenses. The Company shall reimburse Executive for all reasonable business expenses incurred by Executive in the course of performing Executive’s duties and responsibilities under this Agreement, so long as Executive’s business expenses are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.


2
Pamela Abowd Employment Agreement

(d) Death and Disability Benefits. In the event of Executive’s death or becoming Disabled (as defined below) during the term of this Agreement, the Company shall pay to or for the benefit of Executive or Executive’s estate, as applicable, such salary and other compensation and benefits as may be due and owing at the time of her death or becoming Disabled, as applicable and as otherwise described in this Agreement, together with monthly payments of amounts equal to the Pre-Transaction Base Salary for twelve (12) months, after the date of Executive’s death or the date Executive became Disabled, as applicable. For the avoidance of doubt, such payments shall be equal to an aggregate amount of $300,000 and shall be paid over a period of twelve (12) months, in monthly installments equal to $25,000. In addition to the payment set forth above in this Section 3(e), in the event of Executive’s death or becoming Disabled, the Company shall also pay to or for the benefit of Executive or Executive’s estate, as applicable, an amount equal to the value of all other forms of executive benefits set forth in Section 1(c) (e.g. medical, dental, etc.), for a period of twelve (12) months. “Disabled” means by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months: (i) the inability of the Executive to engage in any substantial gainful activity; or (ii) ongoing receipt by the Executive of income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. The existence or nonexistence of a physical or mental injury, infirmity or incapacity shall be determined by an independent physician mutually agreed to by the Company and the Executive (provided that neither party shall unreasonably withhold their agreement).

(e) Severance. If, at any time Executive’s employment with the Company terminates as a result of (i) a termination by the Company without Cause or (ii) a resignation by Executive for Good Reason, then, subject to Executive executing and not revoking a mutual release of claims, as negotiated between Executive and the Company in good faith, (A) all of Executive’s Company stock options (if any) and restricted stock units (if any) shall immediately accelerate vesting in full, (B) Executive shall receive continued payments of twelve (12) month’s Pre-Transaction Base Salary, less applicable withholding, in accordance with the Company’s standard payroll practices (for the avoidance of doubt, such payments shall be equal to an aggregate amount of $300,000 and shall be paid over a period of twelve (12) months, in monthly installments equal to $25,000). (the “Severance Payment”), and (C) the Company shall pay the group health and dental plan continuation coverage premiums for Executive and her covered dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended for the lesser of (1) twelve (12) months from the date of Executive’s termination of employment, or (2) the date upon which Executive and her covered dependents are covered by similar plans of Executive’s new employer.

4. Death or Disability of Executive. Upon Executive’s death or Disability while Executive is an employee or consultant of the Company, then, in addition to any death or Disability benefits applicable to continuation of salary and benefits, or any other benefits set forth in Section 3(d) of this Agreement, (i) employment hereunder shall automatically terminate, and (ii) all of Executive’s Company stock options (if any) and restricted stock units (if any) shall immediately accelerate vesting as to 100% of such then unvested stock options and restricted stock units.

5. Confidentiality; Intellectual Property


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Pamela Abowd Employment Agreement

(a) Confidentiality. Executive recognizes and acknowledges that the continued success of the Company depends upon the use and protection of Confidential Information, which constitutes valuable, special, and unique property of the Company. During the term of this Agreement and thereafter, Executive agrees to use or disclose the Confidential Information only in connection with the proper performance of Executive’s duties as an employee hereunder; otherwise, Executive shall not, directly or indirectly, use or disclose the Confidential Information for any other purpose or to any third party. The restrictions set forth herein are in addition to and not in lieu of any obligations Executive may have by law with respect to the Confidential Information, including any fiduciary duties or other obligations Executive may owe under any applicable trade secrets statutes or other state or federal laws.

(b) Intellectual Property. Executive acknowledges and agrees that all inventions, technology, programming, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company’s actual or anticipated business or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company (collectively, the “Work Product”) belong to the Company, and not Executive. Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the United States Copyright Act of 1976, as amended (“Copyright Act”), and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that the Company is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, Executive hereby irrevocably assigns to the Company all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned, and transferred to the Company pursuant to this Agreement. Executive will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the term of this Agreement to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments).


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Pamela Abowd Employment Agreement

(c) Permitted Disclosures. Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order, or in connection with an investigation by or report to any regulatory agency with jurisdiction over the Company, law enforcement, or any other federal or state regulatory or self-regulatory authority. In compliance with 18 U.S.C. § 1833(b), as established by the Defend Trade Secrets Act of 2016, Executive is given notice of the following: (i) that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

(d) Return of Property. Upon separation from employment or earlier request from the Company, Executive shall return to the Company any and all Company property, including keys, access cards, identification cards, credit cards, business cards, laptop, smartphone, other electronic equipment, reports, files, manuals, Work Product, emails, recordings, thumb drives or other removable information storage devices, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, relating to Executive’s employment by the Company.

(e) Remedies. Executive acknowledges that all of the restrictions in this Section 5 are reasonable and necessary to protect the Company’s legitimate business interests. Executive agrees that the restrictions contained in this Section 5 shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between Executive and the Company. Executive agrees that the existence of any claim or cause of action by Executive against the Company or its affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and restrictions in this Section 5. Executive agrees that the restrictive covenants contained in this Section 5 are a material part of Executive’s obligations under this Agreement for which the Company has agreed to compensate the Executive as provided in this Agreement. The Executive agrees that the injury the Company will suffer in the event of the breach by Executive of any clause of this Section 5 will cause the Company and its affiliates irreparable injury that cannot be adequately compensated by monetary damages alone. Therefore, Executive agrees that the Company, without limiting any other legal or equitable remedies available to it, shall be entitled to obtain equitable relief by injunction or otherwise from any court of competent jurisdiction, including, without limitation, injunctive relief to prevent Executives’ failure to comply with the terms and conditions of this Section 5.


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Pamela Abowd Employment Agreement

6. Assignment. This Agreement shall be binding upon and inure to the benefit of (a) the heirs, beneficiaries, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation hereunder shall be null and void.

7. Indemnification. During the Employment Term, the Company shall maintain directors and officers liability insurance for its directors and officers in such amounts as the Board believes is reasonably necessary and Executive shall be entitled to the same liability

coverage under such insurance that the Company provides generally to its other directors and officers and (ii) purchase a tail policy under the directors and officers liability insurance policy which has a claim period of six (6) years from its effective date of coverage and provides a level of coverage comparable to the coverage under the Company’s directors and officers liability insurance policy.

8. Fees and Expenses. After the receipt of a summary invoice therefor, the Company shall reimburse executive for up to $1,500 for any third-party legal work that was engaged in relation to this Agreement. Executive shall be responsible for the payment of any fees and expenses in excess of such amount.

9. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given if (i) delivered personally or by facsimile, (ii) one (1) day after being sent by Federal Express or a similar commercial overnight service, or (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:

If to the Company:

XCF Global Capital, Inc.

215 Park Avenue S, 12th Fl

New York, NY 10003

Attention: Mihir Dange, Chief Executive Officer

If to Executive:

Pamela Abowd

11202 Pecan Creek Dr.

Houston, TX 77043

or at the last residential address known by the Company.

10. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.


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Pamela Abowd Employment Agreement

11. Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Executive concerning Executive’s employment relationship with the Company, and supersedes and replaces any and all prior agreements and

understandings concerning Executive’s employment relationship (including any existing or prior consulting agreement our understanding) with the Company.

12. No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed by each of the Parties.

13. Withholding. The Company shall be entitled to withhold, or cause to be withheld, from payment any amount of withholding taxes required by law with respect to payments made to Executive in connection with her employment hereunder.

14. Governing Law. This Agreement shall be governed by the laws of the State of Nevada without reference to the principles of conflicts of law of the State of Nevada or any other jurisdiction that would result in the application of the laws of a jurisdiction other than the State of Nevada.

15. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) Cause. “Cause” means any of the following: (i) Executive’s commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by Executive, that could reasonably be expected to have an adverse impact on the Company or any successor or affiliate (ii) Executive’s conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof (or international equivalent); (iii) any intentional, unauthorized use or disclosure by Executive of Confidential Information or trade secrets of the Company or any successor or affiliate; (iv) Executive’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on Executive’s part in connection with the performance of Executive’s duties for the Company; (v) Executive’s ongoing and repeated failure or refusal to perform or neglect of Executive’s duties as required by this Agreement or Executive’s ongoing and repeated failure or refusal to comply with the instructions given to Executive by the Board, which failure, refusal or neglect continues for fifteen (15) days following Executive’s receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect; or (vi) Executive’s material breach of any material Company policy or any material provision of this Agreement, which breach is not cured (if capable of being cured) within fifteen (15) days following Executive’s receipt of written notice from the Board stating with specificity the nature of such material breach. The determination of whether Executive’s termination of employment is for Cause or without Cause will be made by the Board, in its sole discretion exercised in good faith.


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Pamela Abowd Employment Agreement

(b) Confidential Information. “Confidential Information” means the Company’s trade secrets as defined under applicable law, as well as any other information or material which is not generally known to the public, and which: (i) is generated, collected by or utilized in the operations of the Company’s business and relates to the actual or anticipated business of the Company; or (ii) results from any task assigned to Executive by the Company, or work performed by Executive for or on behalf of the Company. Confidential Information shall not be considered generally known to the public if Executive or others improperly reveal such information to the public without the Company’s express written consent and/or in violation of an obligation of confidentiality owed to the Company. Confidential Information includes, without limitation, the information, observations and data obtained by Executive while employed by the Company concerning the business or affairs of the Company, including without limitation: information concerning investment or acquisition opportunities in or reasonably related to the Company; the identities of and other information (such as databases) relating to the current, former or prospective employees, customers, or investors of the Company; development, transition and transformation plans; methodologies and methods of doing business; strategic, marketing and expansion plans; financial and business plans, financial data; pricing information; employee, customer, or vendor lists and telephone numbers; investment terms; and requirements and costs of providing service. Confidential Information also includes information that the Company receives from third parties subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes.

(c) Good Reason. “Good Reason" means any of the following without Executive’s written consent: (i) a material diminution in Executive’s authority, duties or responsibilities; (ii) any change in the Company’s remote work policy that would require Executive to be physically present in one of the Company’s offices more than 20 days each month, and (iii) the Company’s breach of a material provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has (A) provided the Company, within thirty (30) days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason, (B) provided the Company with an opportunity to cure the same within thirty (30) days after the receipt of such notice and (C) the Company shall have failed to so cure within such period. Executive’s termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period.

16. Post-Transaction Employment Agreement. The Parties agree that this Agreement shall terminate upon the closing of the Business Combination, and that from and after the closing of the Business Combination, the Parties agree that Executive’s employment shall be governed by the terms of a Post-Transaction Employment Agreement in substantially the form attached hereto as Exhibit A. The Parties acknowledge and agree that the provisions of the Post-Transaction Employment Agreement are subject to certain approval and/or consent rights of Focus Impact and, in the event of revisions to such provisions requested by Focus Impact, the Parties shall negotiate in good faith to attempt to avoid revisions that would materially reduce the benefits of Executive of the form of Post- Transaction Employment Agreement.

17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile or .pdf format shall be deemed effective for all purposes.

18. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from her private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.


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Pamela Abowd Employment Agreement

	IN WIINESS WHEREOF the undersigned have executed this Agreement:

	XCF GLOBAL CAPITAL, INC.

	/s/ Mihir Dange
	By:	Mihir Dange
		Chief Executive Officer

	/s/ Pamela Abowd
	Pamela Abowd

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Pamela Abowd Employment Agreement

Exhibit 10.12

XCF GLOBAL CAPITAL, INC.

EMPLOYMENT AGREEMENT

This Employment Agreement is made by and between XCF Global Capital, Inc. (together with its successors and assigns, the “Company”) and Jonathan Seeley (“Employee”) (the Company and Employee are collectively referred to herein as the “Parties,” or each individually referred to as a “Party”). This Employment Agreement (the “Agreement”) is entered into as of February 14, 2025 (the “Start Date”).

Duties and Scope of Employment.

(a) Position; Agreement Commencement Date; Duties. Employee’s coverage under this Agreement shall commence upon the date this Agreement has been signed by both Parties hereto (the “Agreement Commencement Date”). Following the Agreement Commencement Date, Employee shall serve as Vice President, FP&A and Treasury of the Company reporting to the Chief Financial Officer (“CFO”) or as assigned by the Company. The period of Employee’s employment hereunder is referred to herein as the “Employment Term.” During the Employment Term, Employee shall render such business and professional services in the performance of his duties, consistent with Employee’s position within the Company, as shall reasonably be assigned to him by the CFO or the Company, including duties for any Company subsidiary or affiliate.

(b) Obligations. During the Employment Term, Employee shall devote such of his time and business efforts as may be necessary for him to perform the obligations as assigned by the CFO or the Company and commensurate with his position. Employee agrees, during the Employment Term, not to actively engage in any other employment, or occupation for any direct or indirect remuneration competitive with the business of the Company without the prior approval of the CFO or the Company.

(c) Employee Benefits. During the Employment Term, Employee shall be eligible to participate in the employee benefit plans maintained by the Company that are applicable to other senior management to the fullest extent provided for under those plans, including, at a minimum, eighty percent (80%) of health insurance premiums to be paid by the Company, life insurance equal to double Employee’s Base Salary (as defined below), a phone subsidy based on Employee’s actual and reasonable bill incurred each month, a $3,500 annual fitness and wellness subsidy, a three percent (3%) automatic 401(k) match and 100% of Employee’s first 3% of contributions, and relocation benefits if Employee is required to relocate at the Company’s request. Employee agrees to cooperate in all reasonable respects with such plans, including without limitation, complying with all medical testing, reporting and application requirements for obtaining and/or maintaining any policy of life or disability insurance owned by the Company. Further, if applicable, the Company shall reimburse Employee for all medical and dental co-payments and deductibles that Employee incurs which are not covered under Employee’s Medicare coverage. Employee acknowledges and agrees that the inclusion of this Section 2(c) does not obligate the Company to implement or maintain any employee benefit plans unless and until the Business Combination has been consummated.

Jonathan Seeley Employment Agreement

2. At-Will Employment. Employee and the Company understand and acknowledge that Employee’s employment with the Company constitutes “at-will” employment. Subject to the Company’s obligation to provide severance benefits as specified herein, Employee and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party at the option either of the Company or Employee.

Compensation.

(a) Base Salary. While employed by the Company, the Company shall pay the Employee as compensation for his services an initial base salary at the monthly rate of $19,167 or $230,000 per year (the “Pre-Transaction Base Salary”). Such salary shall be paid periodically in accordance with normal Company payroll practices and subject to the usual, required withholding. In the event of the consummation of the Business Combination, the Company shall pay the Employee as compensation for his services an initial base salary as set forth in the Post-Transaction Employment Agreement (as defined herein, the form of which is attached as Exhibit A to this Agreement).

(b) Contractor Period Payment and Compensation upon Business Combination. The parties acknowledge that Employee may have provided services to the Company as an independent contractor from February 17, 2025 until the date of execution of this Agreement (the “Contractor Period”). In connection with the consummation of a Business Combination, the Company agrees to compensate Employee for services rendered during the Contractor Period. The amount of compensation owed shall be calculated as back pay for the Contractor Period, at the Pre-Transaction Base Salary, to be paid via a separate contract agreement (Form 1099).

The amount of such payment shall be calculated as follows: (i) $19,167 multiplied by (ii) the number of days or months that have passed from February 17, 2025, through the earlier of (A) the date of Employee’s termination without Cause or resignation for Good Reason, or (B) the date of consummation of the Business Combination (the “Payment Period”), on a pro-rated basis. The total amount payable under this provision shall be reduced by (i) any amounts already paid to Employee during the Contractor Period from February 17, 2025, until the date this Agreement has been executed and delivered by the Parties, and (ii) any salary or compensation paid to Employee under this Agreement through the date of consummation of the Business Combination. This payment shall be fully vested and earned immediately upon, and simultaneously with, the consummation of the Business Combination.

(c) Bonuses and Incentive Compensation. Employee shall be eligible to receive such bonuses, incentive compensation and/or commissions as the Company and Employee may determine from time to time, as described in the Post-Transaction Employment Agreement.

Jonathan Seeley Employment Agreement

(d) Reimbursement of Business Expenses. The Company shall reimburse Employee for all reasonable business expenses incurred by Employee in the course of performing Employee’s duties and responsibilities under this Agreement, so long as Employee’s business expenses are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee; (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(e) Death and Disability Benefits. In the event of Employee’s death or becoming Disabled (as defined below) during the term of this Agreement, the Company shall pay to or for the benefit of Employee or Employee’s estate, as applicable, such salary and other compensation and benefits as may be due and owing at the time of his death or becoming Disabled, as applicable and as otherwise described in this Agreement, “Disabled” means by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months: (i) the inability of the Employee to engage in any substantial gainful activity; or (ii) ongoing receipt by the Employee of income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. The existence or nonexistence of a physical or mental injury, infirmity or incapacity shall be determined by an independent physician mutually agreed to by the Company and the Employee (provided that neither party shall unreasonably withhold their agreement).

(f) Severance. If, at any time Employee’s employment with the Company terminates as a result of (i) a termination by the Company without Cause or (ii) a resignation by Employee for Good Reason, then, subject to Employee executing and not revoking a mutual release of claims, as negotiated between Employee and the Company in good faith, (A) all of Employee’s Company stock options (if any) and restricted stock units (if any) shall immediately accelerate vesting in full, (B) Employee shall receive continued payments of six (6) month’s Pre-Transaction Base Salary, less applicable withholding, in accordance with the Company’s standard payroll practices (for the avoidance of doubt, such payments shall be equal to an aggregate amount of $115,000 and shall be paid over a period of six (6) months, in monthly installments equal to $19,167). (the “Severance Payment”), and (C) the Company shall pay the group health and dental plan continuation coverage premiums for Employee and his covered dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended for the lesser of (1) six (6) months from the date of Employee’s termination of employment, or (2) the date upon which Employee and his covered dependents are covered by similar plans of Employee’s new employer.

Jonathan Seeley Employment Agreement

4. Death or Disability of Employee. Upon Employee’s death or Disability while Employee is an employee or consultant of the Company, then, in addition to any death or Disability benefits applicable to continuation of salary and benefits, or any other benefits set forth in Section 3(e) of this Agreement, (i) employment hereunder shall automatically terminate, and (ii) all of Employee’s Company stock options (if any) and restricted stock units (if any) shall immediately accelerate vesting as to 100% of such then unvested stock options and restricted stock units.

Confidentiality; Intellectual Property

(a) Confidentiality. Employee recognizes and acknowledges that the continued success of the Company depends upon the use and protection of Confidential Information, which constitutes valuable, special, and unique property of the Company. During the term of this Agreement and thereafter, Employee agrees to use or disclose the Confidential Information only in connection with the proper performance of Employee’s duties as an employee hereunder; otherwise, Employee shall not, directly or indirectly, use or disclose the Confidential Information for any other purpose or to any third party. The restrictions set forth herein are in addition to and not in lieu of any obligations Employee may have by law with respect to the Confidential Information, including any fiduciary duties or other obligations Employee may owe under any applicable trade secrets statutes or other state or federal laws.

(b) Intellectual Property. Employee acknowledges and agrees that all inventions, technology, programming, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company’s actual or anticipated business or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company (collectively, the “Work Product”) belong to the Company, and not Employee. Employee further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the United States Copyright Act of 1976, as amended (“Copyright Act”), and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that the Company is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, Employee hereby irrevocably assigns to the Company all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned, and transferred to the Company pursuant to this Agreement. Employee will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the term of this Agreement to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments).

Jonathan Seeley Employment Agreement

(c) Permitted Disclosures. Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order, or in connection with an investigation by or report to any regulatory agency with jurisdiction over the Company, law enforcement, or any other federal or state regulatory or self-regulatory authority. In compliance with 18 U.S.C. § 1833(b), as established by the Defend Trade Secrets Act of 2016, Employee is given notice of the following: (i) that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

(d) Return of Property. Upon separation from employment or earlier request from the Company, Employee shall return to the Company any and all Company property, including keys, access cards, identification cards, credit cards, business cards, laptop, smartphone, other electronic equipment, reports, files, manuals, Work Product, emails, recordings, thumb drives or other removable information storage devices, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Employee, relating to Employee’s employment by the Company.

Jonathan Seeley Employment Agreement

(e) Remedies. Employee acknowledges that all of the restrictions in this Section 5 are reasonable and necessary to protect the Company’s legitimate business interests. Employee agrees that the restrictions contained in this Section 5 shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between Employee and the Company. Employee agrees that the existence of any claim or cause of action by Employee against the Company or its affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and restrictions in this Section 5. Employee agrees that the restrictive covenants contained in this Section 5 are a material part of Employee’s obligations under this Agreement for which the Company has agreed to compensate the Employee as provided in this Agreement. The Employee agrees that the injury the Company will suffer in the event of the breach by Employee of any clause of this Section 5 will cause the Company and its affiliates irreparable injury that cannot be adequately compensated by monetary damages alone. Therefore, Employee agrees that the Company, without limiting any other legal or equitable remedies available to it, shall be entitled to obtain equitable relief by injunction or otherwise from any court of competent jurisdiction, including, without limitation, injunctive relief to prevent Employees’ failure to comply with the terms and conditions of this Section 5.

6. Assignment. This Agreement shall be binding upon and inure to the benefit of (a) the heirs, beneficiaries, executors and legal representatives of Employee upon Employee’s death and (b) any successor of the Company. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Employee to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Employee. Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in the rights of Employee to receive any form of compensation hereunder shall be null and void.

Intentionally left blank.

If to the Company:

XCF Global Capital, Inc.

215 Park Avenue S, 12th Fl

New York, NY 10003

Attention: Mihir Dange, Chief Executive Officer

If to Employee:

Jonathan Seeley

9007 Delta Place Ct.

Missouri City, TX 77459

Jonathan Seeley Employment Agreement

or at the last residential address known by the Company.

11. Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Employee concerning Employee’s employment relationship with the Company, and supersedes and replaces any and all prior agreements and understandings concerning Employee’s employment relationship (including any existing or prior consulting agreement our understanding) with the Company.

12. No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed by each of the Parties.

13. Withholding. The Company shall be entitled to withhold, or cause to be withheld, from payment any amount of withholding taxes required by law with respect to payments made to Employee in connection with her employment hereunder.

15. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) Cause. “Cause” means any of the following: (i) Employee’s commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by Employee, that could reasonably be expected to have an adverse impact on the Company or any successor or affiliate (ii) Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof (or international equivalent); (iii) any intentional, unauthorized use or disclosure by Employee of Confidential Information or trade secrets of the Company or any successor or affiliate; (iv) Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on Employee’s part in connection with the performance of Employee’s duties for the Company; (v) Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement or Employee’s ongoing and repeated failure or refusal to comply with the instructions given to Employee by the CFO or the Company, which failure, refusal or neglect continues for fifteen (15) days following Employee’s receipt of written notice from the CFO or the Company stating with specificity the nature of such failure, refusal or neglect; or (vi) Employee’s material breach of any material Company policy or any material provision of this Agreement, which breach is not cured (if capable of being cured) within fifteen (15) days following Employee’s receipt of written notice from the CFO or the Company stating with specificity the nature of such material breach. The determination of whether Employee’s termination of employment is for Cause or without Cause will be made by the CFO or the Company, in its sole discretion exercised in good faith.

Jonathan Seeley Employment Agreement

(b) Confidential Information. “Confidential Information” means the Company’s trade secrets as defined under applicable law, as well as any other information or material which is not generally known to the public, and which: (i) is generated, collected by or utilized in the operations of the Company’s business and relates to the actual or anticipated business of the Company; or (ii) results from any task assigned to Employee by the Company, or work performed by Employee for or on behalf of the Company. Confidential Information shall not be considered generally known to the public if Employee or others improperly reveal such information to the public without the Company’s express written consent and/or in violation of an obligation of confidentiality owed to the Company. Confidential Information includes, without limitation, the information, observations and data obtained by Employee while employed by the Company concerning the business or affairs of the Company, including without limitation: information concerning investment or acquisition opportunities in or reasonably related to the Company; the identities of and other information (such as databases) relating to the current, former or prospective employees, customers, or investors of the Company; development, transition and transformation plans; methodologies and methods of doing business; strategic, marketing and expansion plans; financial and business plans, financial data; pricing information; employee, customer, or vendor lists and telephone numbers; investment terms; and requirements and costs of providing service. Confidential Information also includes information that the Company receives from third parties subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes.

(c) Good Reason. “Good Reason" means any of the following without Employee’s written consent: (i) a material diminution in Employee’s authority, duties or responsibilities; (ii) any change in the Company’s remote work policy that would require Employee to be physically present in one of the Company’s offices more than 20 days each month, and (iii) the Company’s breach of a material provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Employee has (A) provided the Company, within thirty (30) days of Employee’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason, (B) provided the Company with an opportunity to cure the same within thirty (30) days after the receipt of such notice and (C) the Company shall have failed to so cure within such period. Employee’s termination of employment by reason of resignation from employment with the Company for Good

Jonathan Seeley Employment Agreement

Reason must occur within 30 days following the expiration of the foregoing 30-day cure period.

16. Post-Transaction Employment Agreement. The Parties agree that this Agreement shall terminate upon the closing of the Business Combination, and that from and after the closing of the Business Combination, the Parties agree that Employee’s employment shall be governed by the terms of a Post-Transaction Employment Agreement in substantially the form attached hereto as Exhibit A. The Parties acknowledge and agree that the provisions of the Post- Transaction Employment Agreement are subject to certain approval and/or consent rights of Focus Impact and, in the event of revisions to such provisions requested by Focus Impact, the Parties shall negotiate in good faith to attempt to avoid revisions that would materially reduce the benefits of Employee of the form of Post-Transaction Employment Agreement.

18. Acknowledgment. Employee acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

Jonathan Seeley Employment Agreement

IN WITNESS WHEREOF, the undersigned have executed this Agreement:

/s/ Mihir Dange

By:	Mihir Dange
	Chief Executive Officer


/s/ Joseph Cunningham

By:	Joseph F. Cunningham Jr.
	Chief Accounting Officer, Secretary, Treasurer, Board Member

/s/ Stephen Goodwin

By:	Stephen Goodwin
	Chief Business Development Officer, Board Member

EMPLOYEE		WITNESS

/s/ Jonathan Seeley
Jonathan Seeley

Jonathan Seeley Employment Agreement

EXHIBIT A

FORM OF POST-TRANSACTION EMPLOYMENT AGREEMENT

Exhibit 10.16

SEPARATION AGREEMENT

This Separation Agreement (hereafter “Agreement”) is made and entered into by and between XCF Global Capital, Inc., a Nevada corporation (the “Company”) and Joseph F. Cunningham (hereafter “Employee”).

W I T N E S S E T H:

WHEREAS, Employee has been most recently employed as an at-will executive employee of the Company in the position of Co-Founder, Chief Accounting Officer, Treasurer and Secretary of the Company and is relieved of all duties and responsibilities in the positions of Co-Founder, Chief Accounting Officer, Treasurer and Secretary of the Company, effective on the earlier of (i) immediately prior to the closing of the transactions contemplated in the Business Combination Agreement dated March 11, 2024 between the Company, Focus Impact BH3 Acquisition Company, and the additional entities that are parties thereto (the “BCA”) and (ii) the day immediately following the delivery by the Company’s independent registered public accounting firm of its audit report on the financial statements of the Company for the fiscal year ended December 31, 2024 (the “Separation Date”); and

WHEREAS, Employee currently serves as a member of the Board of Directors of the Company and hereby resigns as a member of the Board of Directors of the Company effective as of 5:00 p.m., Eastern time on the date immediately prior to the closing date of the transactions contemplated in the BCA (the “Director Resignation Date”); and

WHEREAS, Employee’s employment with the Company is terminated effective as of the Separation Date; and

WHEREAS, Employee’s service as a member of the Board of Directors of the Company is terminated as of the Director Resignation Date; and

WHEREAS, Employee does not have pending against the Company or any officer, agent, director, supervisor, contractor, employee or representative of the Company any claim, charge, complaint, action or grievance in, with or before any federal, state or local court, board, administrative agency or arbitrator, including any California court or administrative agency; and

WHEREAS, the Company does not have pending against Employee any claim, charge, complaint, action or grievance in, with or before any federal, state or local court, board, administrative agency or arbitrator, including any California court or administrative agency.

NOW, THEREFORE, in consideration of the promises herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged by both parties, it is hereby agreed by and between the parties as follows:

1. This Agreement and compliance with this Agreement shall not be considered as an admission by the Company or Employee of any liability whatsoever, or as an admission by the Company or Employee of any violation of the rights of Employee or the Company, as applicable, or of any other person; or violation of any order, law, constitution, statute, ordinance, public policy, wage and hour law, wage payment law, tort law, common law or contract; or any other unlawful conduct, liability, wrongdoing, breach of duty or act of discrimination whatsoever against Employee or any other person. Company and Employee specifically disclaim any liability to or discrimination against Employee or any other person; any alleged violation of any rights of Employee or any person; or violation of any order, law, constitution, statute, ordinance, public policy, wage and hour law, wage payment law, tort law, common law or contract; or any other allegedly unlawful conduct, liability, wrongdoing, breach of duty or act of discrimination whatsoever on the part of Employee or the Company, its current and former officers, agents, directors, supervisors, contractors, employees, shareholders, affiliates or representatives, individually and in their official capacities.

2. The parties agree that Employee’s employment with the Company is terminated effective as of the Separation Date. After the Separation Date, Employee will not represent himself as being a current employee, officer, attorney, agent or representative of the Company (or any successor of the Company) for any purpose. In addition, after the Director Resignation Date, Employee will not represent himself as a current member of the Board of Directors of the Company (or any successor of the Company). Except as otherwise set forth in this Agreement, as of the Separation Date (with respect to Employee’s service as Co- Founder, Chief Accounting Officer, Treasurer and Secretary) or the Director Resignation Date (with respect to Employee’s service as a director), as applicable, the Company and Employee acknowledge and agree that Employee is not entitled to any further compensation, monies, or other benefits from the Company, except that Employee shall maintain the rights and benefits he holds as a shareholder of the Company, coverage under any benefit plans or programs sponsored by the Company, coverage under the Company’s director and officer liability insurance policy, and indemnification as an officer and director of the Company as set forth in the bylaws of the Company.

3. As consideration for Employee’s execution of and compliance with this Agreement and provided Employee does not revoke the Agreement as permitted herein, the Company agrees to tender to Employee:

(i) a one-time check in the total gross amount of Thirty Thousand Dollars ($30,000.00) on the Separation Date, (ii) a check in the total gross amount of Twenty-Five Thousand Dollars ($25,000.00) on the first business day of each month following the Separation Date, beginning on April 1, 2025 and ending on March 2, 2026, for an aggregate total amount of Three Hundred Thousand Dollars ($300,000.00); provided, however, that if the Company reasonably concludes that the Company is not generating sufficient revenue to pay such amounts owed to Employee under this subsection 3(ii) on the dates referenced, the Company shall have the right to delay such payments, in part or in whole, until the Company reasonably determines that its cash resources are sufficient to make such payments without causing harm to the Company; provided further, that if the Company elects to delay such payments as stated above, in whole or in part, the balance of any amount which remains unpaid after the date such amount is scheduled to be paid to Employee as set forth in subsection 3(ii), shall accrue interest at the rate of 10% per annum (cash payments under these clauses shall be referred to as the “Cash Compensation”) and (ii) Three Hundred Thousand (300,000) shares of the Company’s common stock. The checks will be made payable to, and the shares of common stock will be issued in the name of, “Joseph F. Cunningham.” The shares of common stock will be delivered no sooner than fifteen (15) calendar days following expiration of the revocation period described in this Agreement, provided Employee has not revoked the Age Discrimination in Employment Act waiver in this Agreement and Employee has executed this Agreement and delivered an original of the fully executed Agreement to the Company or its counsel and, provided further that in no event shall the Company deliver the shares of common stock earlier than the business day immediately following the closing of the transactions contemplated in the BCA. If the contractual lock-up provisions included in the existing Support Agreement that currently restrict the sale of shares held by Employee are not otherwise waived by the Company and Focus Impact BH3 Acquisition Company, the parties will amend the existing Support Agreement to remove such contractual lock-up provisions.

4. Employee understands, acknowledges and agrees that these benefits exceed what Employee is otherwise entitled to receive on separation from employment and that these benefits are being given as full consideration in exchange for executing this Agreement, including the general release and restrictive covenants contained in it.

5. Employee specifically represents, warrants and confirms that he has been properly paid for all hours worked for the Company; he has received all wages due and owing to him including, without limitation, all earned, accrued, and unused vacation pay; he has been properly provided all employment-related benefits and has been paid all other compensation as required by law and consistent with the employment policies, practices, and agreements of the Company; during his employment, he has taken all meal and rest periods as required by law; and he has not engaged in and are not aware of any unlawful conduct relating to the business of the Company.

6. Employee further agrees that, in consideration for the Company’s payment to Employee set forth herein, Employee shall not act as the representative in any class or representative action against the Company.

7. Should any prospective employer inquire as to Employee’s employment history with the Company, the Company shall provide a neutral reference to such prospective employers that shall only state the title of the last position held by Employee and Employee’s dates of employment. However, the Company will respond truthfully, completely, and timely to any inquiries by a governmental agency administering unemployment benefits concerning the termination of Employee’s employment consistent with its obligation to do so.

8. Employee and the Company specifically represent, warrant and confirm that neither party has filed or caused to be filed any charge, complaint, grievance, claim or action against the other party with any administrative, state, federal or local agency, board, arbitrator or court for any reason and, to the fullest extent permitted by law, will not do so at any time hereafter. Employee and the Company further represent that if any such agency, board, arbitrator or court assumes jurisdiction of any such charge, complaint, grievance, claim or action against either party, the other party will, to the fullest extent permitted by law, direct that agency, board, arbitrator or court to withdraw from or dismiss with prejudice the matter and will not cooperate or participate in the investigation or prosecution of any such charge, complaint, grievance, claim or action. Employee and the Company agree that, going forward, they will not in any manner encourage or willingly assist any person, including any past, present or prospective employees, applicants for employment with the Company, or the Company’s current and former officers, agents, directors, supervisors, contractors, shareholders, affiliates or representatives, individually and in their official capacities, in filing or pursuing any lawsuit, claim or action against the other party, in any state or federal court or before any state, federal or governmental agency, except as they may be required by statutorily authorized process to give testimony or to provide documents at a legal proceeding or to cooperate in any agency or legal proceeding. Employee and the Company represent that, going forward, they will not have contact with any past, present or prospective Company employees, applicants for employment, or the Company’s current and former officers, agents, directors, supervisors, contractors, shareholders, affiliates or representatives, individually and in their official capacities, regarding filing or pursuing any lawsuit, claim or action against the other party.

9. Employee understands and acknowledges that various federal and state laws provide the right to an employee to bring charges, claims, or complaints against an employer if the employee believes he has been discriminated against on a number of protected bases. Employee with full understanding of the rights afforded him under these acts, statutes and laws, agrees that he will not file or cause to be filed against the Company any charges, complaints, or actions based on any alleged violation of these acts, statutes and laws, or any successor or replacement acts, statutes, or laws. Employee hereby waives any right to assert a claim for any relief available under these acts, statutes and laws he may otherwise recover based upon any alleged violation(s) of these acts, statutes, and laws, or any successor or replacement acts, statutes, or laws. Nothing in this Agreement shall be construed to prohibit Employee from filing a claim with the Equal Employment Opportunity Commission (the “Commission”), including a claim related to the validity of this Agreement, or participating in any investigation or proceeding conducted by the Commission.

10. Employee specifically understands and acknowledges that the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, provides him the right to bring a claim against the Company if he believes he has been discriminated against on the basis of age. Employee understands the rights afforded under the ADEA and agrees that he will not file any claim or action against the Company or any of its officers, agents, directors, supervisors, contractors, employees or representatives based on any alleged violation(s) of the ADEA prior to the Separation Date. Employee hereby irrevocably and unconditionally fully and forever waives any right to assert a claim for relief available under the ADEA, whether known or unknown, including but not limited to back pay, attorneys’ fees, damages, reinstatement or injunctive relief for any act or omission by the Company occurring prior to the Separation Date.

11. Employee acknowledges and agrees that he has been provided at least twenty-one (21) calendar days to review this Agreement prior to its execution, although Employee may execute the agreement before the time period has expired so long as Employee’s decision to accept such shortening of time is knowing and voluntary and not induced by the Company. Employee understands and acknowledges that he may, within seven (7) calendar days after execution of this Agreement, revoke the Agreement in its entirety by written notice to the Company, and this Agreement shall not be effective or enforceable until seven (7) calendar days after its execution.

12. In consideration of the covenants, payments and other benefits set forth herein, Employee and Employee’s heirs, executors, representatives, administrators, agents and assigns (the “Releasors”) unconditionally, irrevocably and absolutely, fully and forever waive, release and discharge the Company and all of its current and future parents, subsidiaries, corporate affiliates, and its and their current and former directors, officers, managers, agents, employees and shareholders, individually and in their official capacities and each of their predecessors, successors and assigns (hereinafter referred to collectively as the “Company Released Parties”) from any and all known and unknown losses, liabilities, charges, complaints, grievances, claims, demands, causes of action or suits of any type (including attorneys’ fees, interest, expenses and costs actually incurred), whether in law or in equity, related directly or indirectly, arising out of or in any way connected with any transaction, affairs, or occurrences between them (collectively, the “Company Released Claims”), by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the Separation Date, including Employee’s employment with the Company, his application for employment with the Company and any associated background check process, any rights or benefits that would otherwise apply under the any other agreement, arrangement or understanding between Employee and the Company and/or his resignation from Employee’s employment, from the beginning of time up to and including the Separation Date; provided, however, that Company Released Claims shall not include (i) any claim that cannot be released by law or (ii) any act or failure to act constituting fraud.

In consideration of the covenants and other benefits set forth herein, including the releases provided by Employee, the Company unconditionally, irrevocably and absolutely waives, releases and discharges Employee and all of his successors and assigns (hereinafter referred to collectively as the “Employee Released Parties”) from any and all known and unknown losses, liabilities, charges, complaints, grievances, claims, demands, causes of action or suits of any type (including attorneys’ fees, interest, expenses and costs actually incurred), whether in law or in equity, related directly or indirectly, arising out of or in any way connected with any transaction, affairs, or occurrences between them (collectively, the “Employee Released Claims”), by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the Separation Date; provided, however, that Employee Released Claims shall not include (i) any claim that cannot be released by law or (ii) any act or failure to act constituting fraud.

The Company Released Claims specifically include (i) any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the California Fair Employment and Housing Act, the California Labor Code, the California Constitution, the California Family Rights Act and the California Consumer Privacy Act, all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner; (ii) any and all claims arising under tort, contract, and quasi- contract law, including but not limited to claims of breach of an express or implied contract, wrongful or retaliatory discharge, fraud, defamation, negligent or intentional infliction of emotional distress, tortious interference with contract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness, or any other harm; (iii) any and all claims for compensation of any type whatsoever, including but not limited to claims for wages, salary, bonuses, commissions, incentive compensation, vacation, sick pay, and severance that may be legally waived and released; and (iv) any and all claims for monetary or equitable relief, punitive damages, liquidated damages, and penalties.

13. Employee agrees that Employee will not, directly or indirectly, disparage or make negative remarks regarding the Company Released Parties or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including any statement posted on social media or otherwise on the Internet, whether or not made anonymously or with attribution. Nothing in this section shall prohibit Employee from providing truthful information in response to a subpoena or other legal process. Further, nothing in this section or otherwise in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.

14. Upon separation from employment or earlier request from the Company, and in no event later than three business days following the Separation Date, Employee shall return to the Company any and all Company property, including keys, access cards, identification cards, credit cards, business cards, laptop, smartphone, other electronic equipment, reports, files, manuals, Work Product (as defined herein), emails, recordings, thumb drives or other removable information storage devices, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information (as defined herein) or Work Product, that are in the possession or control of Employee, relating to Employee’s employment by the Company. In addition, immediately following the execution and delivery of this Agreement by the parties, Employee agrees to cooperate with the Company in the transfer of all accounts and authorizations maintained by or for the benefit of the Company (including bank accounts and debit and credit cards) to the Company or persons designated by the Company. Company agrees to provide Employee with a replacement laptop of at least equivalent to his Company-provided laptop at the time Employee returns such Company-provided laptop to the Company.

15. The parties agree that certain matters in which Employee has been involved during the Employee’s employment may result in the need for Employee’s cooperation with the Company in the future. Accordingly, for a period of one (1) year following the Separation Date, to the extent requested by the Company, Employee shall cooperate with the Company regarding matters arising out of or related to the Employee’s service to the Company, provided that the Company shall make reasonable efforts to minimize disruption of the Employee’s other activities. In addition, to the extent applicable, Employee shall cooperate with the Company and its affiliates in any internal investigation or administrative, regulatory or judicial proceeding that relates to events occurring during Employee’s employment hereunder and as reasonably requested by the Company (including being available upon reasonable notice from the Company for interviews and factual investigations and appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, all at times and on schedules that are reasonably consistent with Employee’s other activities and commitments). In the event the Company requires Employee’s cooperation in accordance with this Section 15, the Company (or its applicable affiliate) will compensate Employee at an hourly rate of $150.00 per hour and will reimburse Employee for reasonable expenses incurred by Employee in connection therewith. Employee agrees to accurately track all such hours and reasonable expenses.

16. Employee recognizes and acknowledges that the continued success of the Company depends upon the use and protection of Confidential Information, which constitutes valuable, special, and unique property of the Company. Employee shall not at any time, directly or indirectly, use or disclose the Confidential Information for any other purpose or to any third party. The restrictions set forth herein are in addition to and not in lieu of any obligations Employee may have by law with respect to the Confidential Information. Employee further confirms that Employee will deliver to the Company, no later than the Separation Date, all documents and data of any nature containing or pertaining to such Confidential Information and that Employee will not take any such documents or data or any reproduction thereof. Employee understands and acknowledges that Employee’s obligations under this Agreement regarding any particular Confidential Information begin immediately and shall continue after Employee’s employment by the Company until the Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or a breach by those acting in concert with Employee or on Employee’s behalf.

For purposes of this Agreement, “Confidential Information” means the Company’s trade secrets as defined under applicable law, as well as any other information or material which is not generally known to the public, and which: (i) is generated, collected by or utilized in the operations of the Company’s business and relates to the actual or anticipated business of the Company; or (ii) results from any task that had been assigned to Employee by the Company, or work performed by Employee for or on behalf of the Company. Confidential Information shall not be considered generally known to the public if Employee or others improperly reveal such information to the public without the Company’s express written consent and/or in violation of an obligation of confidentiality owed to the Company. Confidential Information includes, without limitation, the information, observations and data obtained by Employee while employed by the Company concerning the business or affairs of the Company, including without limitation: information concerning investment or acquisition opportunities in or reasonably related to the Company; the identities of and other information (such as databases) relating to the current, former or prospective employees, customers, or investors of the Company; development, transition and transformation plans; methodologies and methods of doing business; strategic, marketing and expansion plans; financial and business plans, financial data; pricing information; employee, customer, or vendor lists and telephone numbers; investment terms; and requirements and costs of providing service. Confidential Information also includes information that the Company receives from third parties subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. Except as required by applicable federal, state, or local law or regulation, Confidential Information shall not include information that (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any act or omission or violation of this Agreement by the Employee, (ii) at the time of disclosure is, or thereafter becomes, available to Employee on a non- confidential basis from a third-party source, provided that such third party, to Employee’s knowledge, is not and was not prohibited from disclosing such Confidential Information to Employee by a contractual obligation to the Company, (iii) was known by or in the possession of Employee before being disclosed by or on behalf of the Company, or (iv) was or is independently developed by Employee without reference to or use of, in whole or in part, any of the Company’s Confidential Information.

If Employee is required to disclose Confidential Information pursuant to applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (each, a "Legal Order") Employee shall first provide the Company with prompt written notice of such Legal Order so that the Company may seek, at its sole cost and expense, a protective order or other remedy. If, after providing such notice as required herein, Employee remains subject to a Legal Order to disclose any Confidential Information, Employee shall disclose no more than that portion of the Confidential Information which such Legal Order specifically requires Employee to disclose and, on the Company's request and at the Company's sole cost and expense, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

Employee further acknowledges and agrees that all inventions, technology, programming, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company’s actual or anticipated business or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company (collectively, the “Work Product”) belong to the Company, and not Employee. Employee further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the United States Copyright Act of 1976, as amended (“Copyright Act”), and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that the Company is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, Employee hereby irrevocably assigns to the Company all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned, and transferred to the Company pursuant to this Agreement. Employee will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the term of this Agreement to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments).

In the event of a breach or threatened breach by Employee of any provision of this Section 16, Employee hereby consents and agrees that money damages would not afford an adequate remedy and that the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not instead of, legal remedies, monetary damages, or other available relief

17. The Company hereby represents and acknowledges that it has purchased and shall maintain tail coverage under its directors and officers liability insurance policy which has a claim period of six (6) years from its effective date of coverage and which provides a level of liability coverage to Employee comparable to the coverage the Company provides generally to its directors and officers under the Company’s directors and officers liability insurance policy.

18. Employee acknowledges and agrees that the Company has not made any representations to Employee regarding the tax consequences of any payments received pursuant to this Agreement. The parties agree that in the event any taxing authority determines that any settlement monies tendered as part of this Agreement are taxable (a) Employee shall be solely responsible for the payment of all such taxes and penalties assessed against Employee and (b) the Company has no duty to defend Employee against any such tax claim, penalty or assessment. Employee further agrees to indemnify the Company (including any successor of the Company) in the event any taxing authority seeks payment from the Company (or any successor of the Company) of any taxes, interest, penalties or assessments owed by Employee, and for any penalties owed by the Company (or any successor of the Company), and to hold the Company (and any successor of the Company) harmless to the fullest extent allowed by law.

19. This Agreement is intended to be effective as a general release of and bar to all claims by the Company, Employee and the other Releasors as stated herein. Accordingly, the Company, Employee, and the Releasors specifically waive all rights under California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Company and Employee acknowledge that either the Company or the Employee may later discover claims or facts in addition to or different from those which the Company or Employee now knows or believes to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, the Company, Employee and the other Releasors waive any and all claims that might arise as a result of such different or additional claims or facts.

20. The parties hereby represent and acknowledge that in executing this Agreement, they do not rely and have not relied upon any representation or statement made by the other party or the other party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement.

21. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms or provisions shall not be affected thereby, and said illegal, unenforceable or invalid part, term or provision shall be deemed not to be a part of this Agreement.

22. The parties specifically represent and agree that they have each been advised to and have had the opportunity to discuss all aspects of this Agreement with a representative or attorney of their choice; they have read this Agreement in its entirety and understand the meaning of this Agreement and its terms; are knowingly, freely, and voluntarily entering into this Agreement, including, without limitation, the waiver, release, and covenants contained in it; are signing this Agreement, including the waiver and release, in exchange for good and valuable consideration that is in addition to anything of value to which they are otherwise entitled; and they understand that the waiver and release in this Agreement are being requested in connection with Employee’s termination of employment from the Company.

23. Employee and the Company agree to indemnify and hold each other harmless from and against any and all loss, costs, damages or expenses, including without limitation attorney fees, costs and expenses incurred by the other arising out of any breach of this Agreement or any part thereof by the other.

Arbitration shall be administered exclusively by the American Arbitration Association at a location in the county of Sacramento, state of California and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the parties, and judgment may be entered thereon in any court of competent jurisdiction. By entering into this Agreement, the parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

25. No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by Employee and the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege

26. The undersigned parties to this Agreement hereby agree that this Agreement reflects the entire agreement of the parties relative to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings, statements, representations and promises, including any prior employment offer letter, employment agreement or consulting agreement between Employee and the Company. The terms of this Agreement are contractual and are not merely recitals.

27. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. The Company may freely assign this Agreement at any time. Employee may not assign this Agreement in whole or in part. Any purported assignment by Employee shall be null and void from the initial date of the purported assignment. This Agreement may be signed in counterparts. Employee represents and warrants that he has not assigned or transferred to any other person or entity any rights, claims or causes of action constituting a Company Released Claim, and no other person or entity has any interest in any such claim.

28. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY READ, UNDERSTAND, AND VOLUNTARILY ENTER INTO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THEIR CHOICE BEFORE SIGNING THIS AGREEMENT. THE PARTIES FURTHER ACKNOWLEDGE THAT THEIR SIGNATURES BELOW ARE AN AGREEMENT TO RELEASE THE OTHER PARTY FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.

	28/02/2025	Joseph Cunningham
Dated:
		Joseph F. Cunningham
	01/03/2025
Dated:		By:	/s/ Mihir Dange
			XCF Global Capital, Inc.
			Name: Mihir Dange
			Title: Chief Executive Officer

10.

Exhibit 10.17

SEPARATION AGREEMENT

This Separation Agreement (hereafter “Agreement”) is made and entered into by and between XCF Global Capital, Inc., a Nevada corporation (the “Company”) and Stephen Goodwin (hereafter “Employee”).

W I T N E S S E T H:

WHEREAS, Employee has been most recently employed as an at-will executive employee of the Company in the position of Co-Founder and Chief Business Development Officer of the Company and is relieved of all duties and responsibilities in the positions of Co-Founder and Chief Business Development Officer of the Company, effective on February 27, 2025 (the “Separation Date”); and

WHEREAS, Employee currently serves as the Chairman of the Board of Directors of the Company and hereby resigns the Chairman of the Board of Directors of the Company effective as of 5:00 p.m., Eastern time on the date immediately prior to the closing date of the transactions contemplated in the Business Combination Agreement (the “BCA”) dated March 11, 2024 between the Company, Focus Impact BH3 Acquisition Company, and the additional entities that are parties thereto (the “Chairman Resignation Date”); and

WHEREAS, Employee’s employment with the Company is terminated effective as of the Separation Date; and

WHEREAS, Employee’s service as the Chairman of the Board of Directors of the Company is terminated as of the Chairman Resignation Date; and

2. The parties agree that Employee’s employment with the Company is terminated effective as of the Separation Date. After the Separation Date, Employee will not represent himself as being a current employee, officer, attorney, agent or representative of the Company (or any successor of the Company) for any purpose. In addition, after the Chairman Resignation Date, Employee will not represent himself as a current member of the Board of Directors of the Company (or any successor of the Company). Except as otherwise set forth in this Agreement, as of the Separation Date (with respect to Employee’s service as Co- Founder and Chief Business Development Officer) or the Chairman Resignation Date (with respect to Employee’s service as a director), as applicable, the Company and Employee acknowledge and agree that Employee is not entitled to any further compensation, monies, or other benefits from the Company, except that Employee shall maintain the rights and benefits he holds as a shareholder of the Company, coverage under any benefit plans or programs sponsored by the Company, coverage under the Company’s director and officer liability insurance policy, and indemnification as an officer and director of the Company as set forth in the bylaws of the Company.

3. As consideration for Employee’s execution of and compliance with this Agreement and provided Employee does not revoke the Agreement as permitted herein, the Company agrees to tender to Employee: (i) a one-time check in the total gross amount of Thirty Thousand Dollars ($30,000.00) on the Separation Date, (ii) a check in the total gross amount of Twenty-Five Thousand Dollars ($25,000.00) on the first business day of each month following the Separation Date, beginning on April 1, 2025 and ending on March 2, 2026, for an aggregate total amount of Three Hundred Thousand Dollars ($300,000.00); provided, however, that if the Company reasonably concludes that the Company is not generating sufficient revenue to pay such amounts owed to Employee under this subsection 3(ii) on the dates referenced, the Company shall have the right to delay such payments, in part or in whole, until the Company reasonably determines that its cash resources are sufficient to make such payments without causing harm to the Company; provided further, that if the Company elects to delay such payments as stated above, in whole or in part, the balance of any amount which remains unpaid after the date such amount is scheduled to be paid to Employee as set forth in subsection 3(ii), shall accrue interest at the rate of 10% per annum (cash payments under these clauses shall be referred to as the “Cash Compensation”) and (ii) Three Hundred Thousand (300,000) shares of the Company’s common stock. The checks will be made payable to, and the shares of common stock will be issued in the name of, “Stephen Goodwin.” The shares of common stock will be delivered no sooner than fifteen (15) calendar days following expiration of the revocation period described in this Agreement, provided Employee has not revoked the Age Discrimination in Employment Act waiver in this Agreement and Employee has executed this Agreement and delivered an original of the fully executed Agreement to the Company or its counsel and, provided further that in no event shall the Company deliver the shares of common stock earlier than the business day immediately following the closing of the transactions contemplated in the BCA. If the contractual lock-up provisions included in the existing Support Agreement that currently restrict the sale of shares held by Employee are not otherwise waived by the Company and Focus Impact BH3 Acquisition Company, the parties will amend the existing Support Agreement to remove such contractual lock-up provisions.

If, after providing such notice as required herein, Employee remains subject to a Legal Order to disclose any Confidential Information, Employee shall disclose no more than that portion of the Confidential Information which such Legal Order specifically requires Employee to disclose and, on the Company's request and at the Company's sole cost and expense, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

24. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort or statute, for all purposes shall be governed by and construed in accordance with the laws of California (including its statutes of limitations), without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California, county of Sacramento. The parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue. Notwithstanding the foregoing, and except as otherwise provided in Section 16 herein, any dispute, controversy, or claim arising out of or relating to this Agreement or any breach of this Agreement, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association at a location in the county of Sacramento, state of California and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the parties, and judgment may be entered thereon in any court of competent jurisdiction. By entering into this Agreement, the parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

	03/01/2025	/s/ Stephen Goodwin
Dated:		Stephen Goodwin

	03/01/2025	By:	/s/ Mihir Dange
Dated:			XCF Global Capital, Inc.
			Name: Mihir Dange
			Title: Chief Executive Officer

10.

	BHAC:

	FOCUS IMPACT BH3 ACQUISITION COMPANY

	By:	/s/ CARL STANTON
	Name:	Carl Stanton
	Title:	Chief Executive Officer

	NEWCO:

	FOCUS IMPACT BH3 NEWCO, INC.

	By:	/s/ CARL STANTON
	Name:	Carl Stanton
	Title:	Chief Executive Officer

	MERGER SUB 1:

	FOCUS IMPACT BH3 MERGER SUB 1, LLC

	By:	/s/ CARL STANTON
	Name:	Carl Stanton
	Title:	Chief Executive Officer

	MERGER SUB 2:

	FOCUS IMPACT BH3 MERGER SUB 2, INC.

	By:	/s/ CARL STANTON
	Name:	Carl Stanton
	Title:	Chief Executive Officer

XCF GLOBAL CAPITAL, INC.

By: /s/ Mihir Dange

Name: Mihir Dange

Title: CEO

XCF Global Capital, Inc

By: /s/ Mihir Dange

Name: Mihir Dange

Title: CEO

XCF GLOBAL CAPITAL, INC.

By:	Mihir Dange
Name: Mihir Dang
Title: CEO

Sincerely,

XCF Global Capital, Inc.		AGREED AND ACCEPTED:

		/s/ Randy Soule
By:		Randall Soule
/s/ Mihir Dange
Name: Mihir Dange
Title: Chief Executive Officer