Exhibit 4.3


 


OMNIBUS AMENDMENT


 


This Omnibus
Amendment (this “Amendment”) to those certain Warrants (as defined below) is entered into by and among Global
Energy Clean Holdings Inc., a Delaware corporation (the “Company”) and each of Orion Energy Credit Opportunities
Fund II, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion
Energy Credit Opportunities Fund GCE Co-Invest, L.P., Orion Energy Credit Opportunities Fund GCE Co-Invest B, L.P., Orion Energy
Credit Opportunities Fund III PV, L.P., Orion Energy Credit Opportunities Fund III GPFA, L.P., Orion Energy Credit Opportunities
Fund III, L.P., Orion Energy Credit Opportunities Fund III GPFA PV, L.P., LIF AIV 1, L.P., Voya Renewable Energy Infrastructure
Originator I LLC and Voya Renewable Energy Infrastructure Originator L.P. (the “Holders”). The Company and the
Holders are each referred to herein as a “Party” and collectively as the “Parties”. Capitalized
terms used but not otherwise defined have the meanings ascribed to such terms in the Warrants.


 


WHEREAS, the Company
previously issued those certain Warrant Certificate Nos. GCEH-002, GCEH-003, GCEH-004, GCEH-006, GCEH-007, GCEH-008, GCEH-009,
GCEH-010, GCEH-011, GCEH-012, GCEH-013 and GCEH-014 (the “Warrants”) to the applicable Holders as set forth
in each applicable Warrant; and


 


WHEREAS, the Company
and the Holders desire to amend each of the Warrants in the manner set forth herein in order to clarify the original intention
of the Parties with respect to the terms of exercise of the Warrants.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Parties
agree as follows:


 


1.          Amendment
to Warrants. Pursuant to Section 19 of each Warrant, each applicable Party hereby agrees that Section 3 of each Warrant is
hereby amended to add a clause (j) as follows:


 


“(j)       Notwithstanding
anything to the contrary contained herein, unless all of Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities
Fund II PV, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy Credit Opportunities Fund GCE Co-Invest, L.P.,
Orion Energy Credit Opportunities Fund GCE Co-Invest B, L.P., Orion Energy Credit Opportunities Fund III PV, L.P., Orion Energy
Credit Opportunities Fund III GPFA, L.P., Orion Energy Credit Opportunities Fund III, L.P., Orion Energy Credit Opportunities Fund
III GPFA PV, L.P., LIF AIV 1, L.P., Voya Renewable Energy Infrastructure Originator I LLC and Voya Renewable Energy Infrastructure
Originator L.P. (the “Lender Holders”), together with any other “attribution parties”, file any
Securities and Exchange Commission reports required as a result of such Lender Holders and such other “attribution parties”
collectively beneficially owning in the aggregate in excess of 4.99% of the number of shares of Common Stock of the Company outstanding,
this Warrant shall not be exercisable by Holder if such Holder together with any other “attribution parties” collectively
would beneficially own in the aggregate in excess of 4.99% (the “Maximum Percentage”) of the number of shares
of Common Stock of the Company outstanding immediately after giving effect to such exercise. For purposes of the foregoing, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. At any time,
upon written notice to the Company, Holder may increase or decrease the Maximum Percentage to any other percentage; provided that
any increase to the Maximum Percentage shall not be effective until the sixty-first (61st) day after such written notice is delivered
to the Company.”


 




    	 	 	 



     


    




 


2.          Effectiveness
of Amendment. This Amendment is being entered into and adopted to reflect the original intention of the Parties as of the Original
Issue Date with respect to each Warrant and is, therefore, being made effective as of the applicable Original Issue Date of each
Warrant.


 


3.          References
to Warrants. After giving effect to this Amendment, each reference in each applicable Warrant to “this Warrant”,
“hereof”, “hereunder”, “herein” or words or phrases of similar import shall refer to such Warrant
as amended by this Amendment; provided, that, for the avoidance of doubt, all references in each Warrant to “the date hereof”
and “the date of this Warrant” or words or phrases of similar import shall refer to the Original Issue Date of such
Warrant.


 


4.          Entire
Agreement. This Amendment, together with each Warrant constitutes the entire agreement among the Company and the applicable
Holder that is the recipient of such Warrant with respect to the subject matter hereof and thereof and supersedes any prior understandings,
negotiations, agreements, statements or representations among the Holders and Company or any of their respective Affiliates of
any nature, whether written or oral, to the extent they relate in any way to the subject matter hereof or thereof.


 


5.          No
Other Amendments. Except as expressly amended by this Amendment, the terms of each Warrant shall remain in full force and effect.


 


6.          Miscellaneous
Terms. The provisions of Sections 18 (Headings), 19 (Amendment and Modification; Waiver), 20 (Severability), 21 (Governing
Law), 22 (Submission to Jurisdiction), 23 (Waiver of Jury Trial), 24 (Counterparts) and 24 (No Strict Construction) of each Warrant
shall apply mutatis mutandis to this Amendment.


 


[Signature page follows]


 




    	 	 	 



     


    







 


IN WITNESS WHEREOF, each Party has executed
this Amendment effective as to each Warrant as of the Original Issue Date of such Warrant.


 


	 	GLOBAL CLEAN ENERGY HOLDINGS, INC.
	 	 	 	 
	 	By:	/s/ Richard Palmer	 
	 	 	Name: Richard Palmer	 
	 	 	Title:   President & CEO	 


 




    	 	 	 



     


    

 





	 	ORION ENERGY CREDIT OPPORTUNITIES 

FUND II, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 
	 	 	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES 

FUND II PV, L.P.
	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 
	 	 	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES 

FUND II GPFA, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 
	 	 	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES 

GCE CO-INVEST, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 
	 	 	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES 

GCE CO-INVEST B, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 


 







    	 	 	 



     


    

 





	 	ORION ENERGY CREDIT OPPORTUNITIES 

FUND III, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 
	 	 	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES

FUND III PV, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 
	 	 	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES 

FUND III GPFA, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 
	 	 	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES 

FUND III GPFA PV, L.P.
	 	 	 	 
	 	By:	/s/ Gerrit Nicholas	 
	 	 	Name: Gerrit Nicholas	 
	 	 	Title:   Managing Partner	 


 




    	 	 	 



     


    

 





	 	
        VOYA RENEWABLE ENERGY

        INFRASTRUCTURE ORIGINATOR I LLC

	 	 	 	 
	 	By:	Voya Alternative Asset Management LLC, as Agent	 
	 	 	 	 
	 	By:	/s/ Edward Levin	 
	 	 	Name: Edward Levin	 
	 	 	Title:   Senior Vice President	 


 


	 	
        VOYA RENEWABLE ENERGY

        INFRASTRUCTURE ORIGINATOR L.P.

	 	 	 	 
	 	By:	Voya Alternative Asset Management LLC, as Agent	 
	 	 	 	 
	 	By:	/s/ Edward Levin	 
	 	 	Name: Edward Levin	 
	 	 	Title:   Senior Vice President	 


 




    	 	 	 



     


    

 








	 	LIF AIV 1, L.P	 
	 	 	 	 
	 	By:	GCM Investments GP, LLC, its General Partner	 
	 	 	 	 
	 	By:	/s/ Todd Henigan	 
	 	 	Name: Todd Henigan	 
	 	 	Title:   Authorized Signatory