Exhibit 4.4


 


Execution Version


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (the “Agreement”) is dated as of this 23rd day of February 2022, by and among Global Clean
Energy Holdings, Inc. a Delaware corporation (the “Company”), and the persons identified on the signature pages
hereto (collectively, the “Investors,” and each individually, the “Investor”).


 


WHEREAS, the parties
to this Agreement are simultaneously entering into a certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), whereby the Investors have agreed to purchase shares of the Company’s Series C Preferred Stock (the
“Purchased Securities”) from the Company and receive warrants to purchase up to an aggregate of 5,017,008 shares
of Common Stock of the Company, as set forth in the Purchase Agreement; and


 


WHEREAS, the execution
of this Agreement is an inducement and a condition precedent to the purchase by the Investors of the Purchased Securities under
the Purchase Agreement.


 


NOW, THEREFORE, in
consideration of the premises, as an inducement to the Investors to consummate the transactions contemplated by the Purchase Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
covenant and agree with each other as follows:


 


		1.	Certain Definitions.



 


As used in this Agreement, the following
terms shall have the following respective meanings:


 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and
the Exchange Act at the time.


 


“Common Stock”
shall mean shares of the Company’s common stock, par value $0.001 per share.


 


“Convertible
Securities” means all then outstanding options, warrants, rights, convertible notes, Preferred Stock or other securities
of the Company directly or indirectly convertible into or exercisable for shares of Common Stock.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“Other Investors”
shall mean those Investors listed on Schedule B hereto.


 


“Person”
shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability
company or partnership, a government and any agency or political subdivision thereof.


 


“Preferred
Stock” shall mean preferred stock, par value $0.001 per share, designated as “Series C Preferred Shares”,
with an initial stated value of $1,000 per share, and having such terms as set forth in the Certificate of Designations (as defined
in the Purchase Agreement).


 


“Principal
Investors” shall mean those Investors listed on Schedule A hereto.


 




    	 		 



    


    




 


“Registrable
Securities” shall mean (i) the shares of Common Stock issuable or issued upon exercise of the Warrants; and (ii) any
shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is
issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such shares of Common Stock
(it being understood that for purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever
such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition
has actually been effected); provided, however, that a Registrable Security shall cease to be a Registrable Security when
(A) a registration statement covering such Registrable Security has become effective under the Securities Act and such Registrable
Security has been disposed of pursuant to such registration statement, (B) such Registrable Security has been disposed of under
Rule 144 under the Securities Act or any other exemption from the registration requirements of the Securities Act, or (C) such
Registrable Security has been sold or disposed of in a transaction in which the transferor’s rights under this Agreement
are not assigned to the transferee.


 


“Registration
Expenses” shall mean the expenses so described in Section 6 hereof.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.


 


“Warrants”
means warrants issued by the Company to the Investors to purchase Common Stock pursuant to the Purchase Agreement.


 


All other capitalized
terms not defined herein shall have the meaning set forth in the Purchase Agreement unless otherwise indicated.


 


		1.	Shelf Registration.



 


The Company shall use
its commercially reasonable efforts to file a registration statement with the SEC on Form S-3 or, if Form S-3 is not available
for use by the Company, on Form S-1 (or any successor form or other appropriate form promulgated under the Securities Act) for
an offering to be made on a continuous or delayed basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf
Registration Statement”), as soon as practicable after the closing of the transactions contemplated by the Purchase Agreement,
but in no event later than May 31, 2022, which Shelf Registration Statement shall include all or any part of the Investors’
Registrable Securities requested to be included by such Investors. The Company shall give notice to all Investors of the intended
filing date of the Shelf Registration Statement, and such Investors shall have at least ten (10) Business Days to notify the Company
in writing of the number of Registrable Securities such Investor desires to include in the Shelf Registration Statement. The Company
shall use its reasonable best efforts (i) to promptly obtain effectiveness of the Shelf Registration Statement, (ii) to maintain
the effectiveness of such registration statement (or any successor or replacement registration statement) at all times following
the effective date of such registration statement until the earlier of (x) five years from the date on which the Shelf Registration
Statement becomes effective; and (y) the date on which all shares of Common Stock issuable upon the exercise of the Warrants are
sold, and (iii) if the Company is a WKSI at the time any replacement Shelf Registration Statement is filed, to file an automatic
shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”)
and promptly file amendments or otherwise supplement such Automatic Shelf Registration Statement to include any additional Registrable
Securities not included in the initial registration, to the extent requested in writing by the Investors from time to time while
such Automatic Shelf Registration Statement is effective.


 




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		2.	Demand Registration.



 


(a)       At
any time after the Shelf Registration Statement referred to in Section 1 is effective, one or more Investors may notify
the Company that they intend to offer or cause to be offered in an underwritten public offering all or any portion of their Registrable
Securities, provided that the aggregate proceeds expected to be received from the sale of securities requested to be included in
such registration must equal or exceed $15,000,000. Upon receipt of such request, the Company shall promptly deliver notice of
such request to all Investors holding Registrable Securities who shall then have twenty (20) days to notify the Company in writing
of their desire to be included in such registration. The Company shall state such in the written notice and in such event the right
of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten
public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent
provided herein. The Company will use its reasonable best efforts to expeditiously effect the registration of all Registrable Securities
whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this
Agreement; provided however, that the Company shall not be required to effect registration pursuant to a request under this
Section 2 more than three times for the Investors as a group (at least one of which must be initiated by a Principal Investor).
Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90)
days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering
in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 3 and in which there
shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration
will not count as a requested registration under this Section 2(a) unless and until the registration statement relating
to such registration has been declared effective by the Commission; provided however, that the participating Investors holding
a majority of the Registrable Securities being registered by all participating Investors (a “Participating Majority”)
may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a)
but has not yet been declared effective, and a Participating Majority may thereafter request the Company to reinstate such registration
statement, if permitted under the Securities Act, or the holders of Registrable Securities may request that the Company file another
registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations
permitted under this Section 2(a).


 


(b)       If
the managing underwriter of such offering referred to in this Section 2 determines in good faith that the number of securities
sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten
public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares
to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to
include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable
Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement,
(iii) securities to be registered by the Company pursuant to such registration statement, (iv) Registrable Securities of Investors
who did not make the original request for registration and, if necessary, (v) Registrable Securities of Investors who requested
such registration pursuant to Section 2(a). If there is a reduction of the number of Registrable Securities pursuant to
clauses (iv) or (v), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities
held by such holders).


 


(c)       With
respect to a request for registration pursuant to Section 2(a), the managing underwriter shall be chosen by the holders
of a majority of the Registrable Securities to be sold in such offering (which approval will not be unreasonably withheld or delayed).
The Company may not cause any other registration of securities for sale for its own account (other than a registration effected
solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become
effective within one hundred twenty (120) days following the effective date of any registration required pursuant to this Section
2.


 




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		3.	Piggyback Registration.



 


If at any time the
Company shall determine to (x) prepare and file with the SEC a registration statement for the sale of Common Stock or other equity
securities of the Company (other than a registration statement on Form S-4 or any successor form, or a registration statement on
Form S-8 or any successor form), or (y) sell shares of Common Stock or other equity securities of the Company in an underwritten
offering pursuant to a registration statement filed with the SEC on Form S-3 or, if Form S-3 is not available for use by the Company,
on Form S-1 (or any successor form or other appropriate form promulgated under the Securities Act) for an offering to be made on
a continuous or delayed basis pursuant to Rule 415 promulgated under the Securities Act, in each case, either for its own account
or for the account of other holders of equity securities in the Company (other than pursuant to Section 1 and Section
2), the Company shall (i) promptly, but no less than ten (10) Business Days prior to the anticipated filing date of the registration
statement (in the case of clause (x) above) or such sale (in the case of clause (y) above), give to each Investor written notice
thereof and (ii) subject to the limits contained in this Section 3, include in such registration statement or sale, as applicable,
all Registrable Securities specified in a written request or requests, made by such Investors; provided, however,
that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered
in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively,
“Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering,
the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable
Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded
shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental
registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement
which is not this Agreement, and (iii) the Registrable Securities sought to be included by the holders thereof as determined on
a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders).


 


4.     Registration
Procedures. If and whenever the Company is required by the provisions of this Agreement to use its reasonable best efforts
(or such other standard applicable to such provision of this Agreement) to effect the registration of any of its securities under
the Securities Act, the Company will:


 


(a)       use
its reasonable best efforts to prepare and file with the Commission a registration statement on the appropriate form under the
Securities Act with respect to such securities, which form shall comply as to form in all material respects with the requirements
of the applicable form and include all financial statements required by the Commission to be filed therewith, and use its best
efforts to cause such registration statement to become and remain effective until completion of the proposed offering;


 


(b)       use
its reasonable best efforts to prepare and file with the Commission such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the distribution
described in such registration statement has been completed and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all securities covered by such registration statement whenever the seller or sellers of such
securities shall desire to sell or otherwise dispose of the same, but only to the extent provided in this Agreement;


 


(c)       furnish
to each selling holder and the underwriters, if any, such number of copies of such registration statement, any amendments thereto,
any documents incorporated by reference therein, the prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as such selling holder may reasonably request in order to facilitate the public
sale or other disposition of the securities owned by such selling holder;


 




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(d)       use
its reasonable best efforts to register or qualify the securities covered by such registration statement under such other securities
or state blue sky laws of such jurisdictions as each selling holder shall request, and do any and all other acts and things which
may be necessary under such securities or blue sky laws to enable such selling holder to consummate the public sale or other disposition
in such jurisdictions of the securities owned by such selling holder, except that the Company shall not for any such purpose be
required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;


 


(e)       within
a reasonable time before each filing of the registration statement or prospectus or amendments or supplements thereto with the
Commission, furnish to counsel selected by the holders of Registrable Securities copies of such documents proposed to be filed,
which documents shall be subject to the approval of such counsel;


 


(f)       promptly
notify each selling holder of Registrable Securities, such selling holder’s counsel and any underwriter and (if requested
by any such Person) confirm such notice in writing, of the happening of any event which makes any statement made in the registration
statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus
so that they 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;
and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such
prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;


 


(g)       use
its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a registration statement, and
if one is issued use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration
statement at the earliest possible moment;


 


(h)       if
requested by the managing underwriter or underwriters (if any), any selling holder, or such selling holder’s counsel, promptly
incorporate in a prospectus supplement or post-effective amendment such information as such Person requests to be included therein,
including, without limitation, with respect to the securities being sold by such selling holder to such underwriter or underwriters,
the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of an underwritten
offering of the securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or
post-effective amendment;


 


(i)       upon
execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, make available to each selling
holder, any underwriter participating in any disposition pursuant to a registration statement, and any attorney, accountant or
other agent or representative retained by any such selling holder or underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information requested by any such Inspector in connection with such registration statement;


 




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(j)        enter
into any reasonable underwriting agreement required by the proposed underwriter(s) for the selling holders, if any, and use its
reasonable best efforts to facilitate the public offering of the securities;


 


(k)       use
reasonable best efforts to furnish to each prospective selling holder a signed counterpart, addressed to the prospective selling
holder, of (A) an opinion of counsel for the Company, dated the effective date of the registration statement, and (B) a “comfort”
letter signed by the independent public accountants who have certified the Company’s financial statements included in the
registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus
included therein) and (in the case of the accountants’ letter) with respect to events subsequent to the date of the financial
statements, as are customarily covered (at the time of such registration) in opinions of the Company’s counsel and in accountants’
letters delivered to the underwriters in underwritten public offerings of securities;


 


(l)       cause
the securities covered by such registration statement to be listed on the securities exchange or quoted on the quotation system
on which the Common Stock of the Company is then listed or quoted (or if the Common Stock is not yet listed or quoted, then on
such exchange or quotation system as the selling holders of Registrable Securities and the Company shall determine);


 


(m)      otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission;


 


(n)      otherwise
cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or
cause to be executed and delivered all documents necessary to effect the registration of any securities under this Agreement; and


 


(o)      during
the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be
filed with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act.


 


5.     Deemed
Underwriter. The Company agrees that, if an Investor or any of its affiliates (each an “Investor Entity”)
could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection
with any registration of the Company's securities pursuant to this Agreement, and any amendment or supplement thereof (any such
registration statement or amendment or supplement a “Investor Underwriter Registration Statement”), then the
Company will cooperate with such Investor Entity in allowing such Investor Entity to conduct customary “underwriter's due
diligence” with respect to the Company and satisfy its obligations in respect thereof. In addition, at such Investor’s
request, the Company will furnish to such Investor, on the date of the effectiveness of any Investor Underwriter Registration Statement
and thereafter from time to time on such dates as such Investor may reasonably request (i) a letter, dated such date, from the
Company’s independent certified public accountants in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed to such Investor, and (ii) an opinion, dated as
of such date, of counsel representing the Company for purposes of such Investor Underwriter Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering, including, without limitation, a standard “10b-5”
statement for such offering, addressed to such Investor. The Company will also permit legal counsel to such investor to review
and comment upon any such Investor Underwriter Registration Statement at least five business days prior to its filing with the
SEC and all amendments and supplements to any such Investor Underwriter Registration Statement within a reasonable number of days
prior to their filing with the SEC and not file any Investor Underwriter Registration Statement or amendment or supplement thereto
in a form to which such Investor’s legal counsel reasonably objects.


 




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6.     Expenses.
All expenses incurred by the Company or the Investors in effecting the registrations provided for in Sections 2, 3
and 4, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel
for the Company, fees and disbursements of one counsel for the Investors participating in such registration as a group (selected
by the holders of a majority of the Registrable Securities that are being registered in such registration, up to a maximum of $125,000),
underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration
and expenses of complying with the securities or blue sky laws of any jurisdictions (all of such expenses referred to as “Registration
Expenses”), shall be paid by the Company.


 


7.     Indemnification.


 


(a)       The
Company shall indemnify and hold harmless each Investor that is a selling holder of Registrable Securities (including its partners
(including partners of partners and shareholders of such partners)), each underwriter (as defined in the Securities Act), and directors,
officers, employees and agents of any of them, and each other Person who participates in the offering of such securities and each
other Person, if any, who controls (within the meaning of the Securities Act) such seller, underwriter or participating Person
(individually and collectively, the “Indemnified Person”) against any losses, claims, damages or liabilities
(collectively, the “liability”), joint or several, to which such Indemnified Person may become subject under the Securities
Act or any other statute or at common law, insofar as such liability (or action in respect thereof) arises out of or is based upon
(i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration
statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, or any free writing prospectus used in connection with any offering,
including but not limited to, any free writing prospectus used by the Company, the underwriters or the Investors, or (ii) any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or “blue sky” laws
or any sale or regulation thereunder in connection with such registration, or (iv) any information provided by the Company or at
the instruction of the Company to any Person participating in the offer at the point of sale containing any untrue statement or
alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included in such
information or necessary to make the statements therein not misleading. Except as otherwise provided in Section 7(d), the
Company shall reimburse each such Indemnified Person in connection with investigating or defending any such liability; provided,
however, that the Company shall not be liable to any Indemnified Person in any such case to the extent that any such liability
arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration
statement, preliminary or final prospectus, or amendment or supplement thereto, free writing prospectus, or other information,
in reliance upon and in conformity with information furnished in writing to the Company by such Person specifically for use therein;
and provided further, that the Company shall not be required to indemnify any Person against any liability arising from any untrue
or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus
or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act regardless
of any investigation made by or on behalf of such Indemnified Person and shall survive transfer of such securities by such seller;
and provided, further that, the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld).


 


(b)       Each
Investor holding any securities included in such registration being effected shall indemnify and hold harmless each other selling
holder of any securities, the Company, its directors and officers, employees and agents, each underwriter and each other Person,
if any, who controls (within the meaning of the Securities Act) the Company or such underwriter (individually and collectively
also the “Indemnified Person”), against any liability, joint or several, to which any such Indemnified Person may become
subject under the Securities Act or any other statute or at common law, insofar as such liability (or actions in respect thereof)
arises out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective
date thereof, in any registration statement under which securities were registered under the Securities Act at the request of such
selling Investor, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or
any free writing prospectus used in connection with such offering, including but not limited to, any free writing prospectus used
by the Company, the underwriters, the Investors, or (ii) any omission or alleged omission by such selling Investor to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any information
provided at the instruction of the Company to any Person participating in the offer at the point of sale containing any untrue
statement or alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included
in such information or necessary to make the statements therein not misleading, in the case of (i), (ii) and (iii) to the extent,
but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary or final prospectus, amendment or supplement thereto, free writing prospectus, or other information,
in reliance upon and in conformity with information furnished in writing to the Company by such selling Investor specifically for
use therein. Such selling Investor shall reimburse any Indemnified Person for any legal fees incurred in investigating or defending
any such liability; provided, however, that in no event shall the liability of any Investor for indemnification under this Section
7 in its capacity as a seller of Registrable Securities exceed the lesser of (i) that proportion of the total of such losses,
claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration
statement which is being held by such Investor, or (ii) the amount equal to the proceeds to such Investor of the securities sold
in any such registration; and provided further, however, that no selling Investor shall be required to indemnify any Person against
any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency
is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus
as required by the Securities Act.


 




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(c)       Indemnification
similar to that specified in Sections 7(a) and (b) shall be given by the Company and each selling holder (with such
modifications as may be appropriate) with respect to any required registration or other qualification of their securities under
any federal or state law or regulation of governmental authority other than the Securities Act.


 


(d)       In
the event the Company, any selling holder or other Person receives a complaint, claim or other notice of any liability or action,
giving rise to a claim for indemnification under Sections 7(a), (b) or (c) above, the Person claiming indemnification
under such paragraphs shall promptly notify the Person against whom indemnification is sought of such complaint, notice, claim
or action, and such indemnifying Person shall have the right to investigate and defend any such loss, claim, damage, liability
or action.


 


(e)       If
the indemnification provided for in this Section 7 for any reason is held by a court of competent jurisdiction to be unavailable
to an Indemnified Person in respect of any losses, claims, damages expenses or liabilities referred to therein, then each indemnifying
party under this Section 7, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, the Investor or Investors and the underwriters from
the offering of Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, the other Investors and the underwriters in connection with the statements or omissions which resulted in
such losses, claims, damages expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits
received by the Company, the Investors and the underwriters shall be deemed to be in the same respective proportions that the net
proceeds from the offering (before deducting expenses) received by the Company, the Investors, and the underwriting discount received
by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate
public offering price of the Registrable Securities. The relative fault of the Company, the Investors and the underwriters shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company, the Investors, or the underwriters
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.


 




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The Company, the Investors
and the Underwriters agree that it would not be just and equitable if contribution to this Section 7 were determined by
pro rata or per capita allocation or by any other method of allocation which does not take account the equitable considerations
referred to in the immediately preceding paragraph. In no event, however, shall an Investor be required to contribute under this
Section 7(e) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages expenses or liabilities
indemnified against equal to the proportion of the total Registrable Securities sold under such registration statement which are
being sold by such Investor or (ii) the net proceeds received by such Investor from its sale of Registrable Securities under such
registration statement. No Person found guilty of fraudulent representation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.


 


(f)       The
amount paid by an indemnifying party or payable to an Indemnified Person as a result of the losses, claims, damages, expenses and
liabilities referred to in this Section 7 shall be deemed to include, subject to limitations set forth above, any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 7 will remain
in full force and effect regardless of any investigation made by or on behalf of the indemnified parties or any other officer,
director, employee, agent or controlling person of the indemnified parties. No indemnifying party, in the defense of any such claim
or litigation, shall enter into a consent or entry of any judgment or enter into a settlement without the consent of the Indemnified
Person, which consent will not be unreasonably withheld or delayed.


 


8.     Compliance
with Rule 144. For so long as the Company (i) has a class of securities registered under Section 12 of the Exchange Act
or (ii) files reports under Section 13 or 15(d) of the Exchange Act, the Company will use its reasonable best efforts to file with
the Commission such information as is required under the Exchange Act for so long as there are holders of Registrable Securities;
and in such event, the Company shall use its reasonable best efforts to take all action as may be required as a condition to the
availability of Rule 144 under the Securities Act (or any comparable successor rules). The Company shall furnish to any holder
of Registrable Securities upon request a written statement executed by the Company as to the steps it has taken to comply with
the current public information requirement of Rule 144 (or such comparable successor rules). Subject to the limitations on transfers
imposed by this Agreement, the Company shall use its reasonable best efforts to facilitate and expedite transfers of Registrable
Securities pursuant to Rule 144 under the Securities Act.


 


9.     Rule
144A Information. The Company shall, upon written request of any Investor, provide to such Investor and to any prospective
institutional transferee of the Common Stock designated by such Investor, such financial and other information as is available
to the Company or can be obtained by the Company without material expense and as such Investor may reasonably determine is required
to permit such transfer to comply with the requirements of Rule 144A promulgated under the Securities Act.


 




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10.   Amendments.
The provisions of this Agreement may be amended, and the Company may take any action herein prohibited or omit to perform any act
herein required to be performed by it, only if the Company has obtained the written consent of the holders of a majority of the
Registrable Securities, provided that any rights given to any party hereto may be waived by such party hereto on such party’s
own behalf, without the consent of any other party; provided further that notwithstanding the foregoing, any amendment or
modification to this Agreement that is disproportionate and adverse in any material respect to any individual Investor as compared
to the other Investors shall require the written consent of such disproportionately and adversely impacted Investor. For the purposes
of this Agreement and all agreements executed pursuant hereto, no course of dealing between or among any of the parties hereto
and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the
rights hereof and thereof.


 


11.   Postponement.
The Company may postpone the filing of any registration statement required hereunder or suspend sales under a Shelf Registration
Statement for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve (12) month period,
if the filing or use of a Shelf Registration statement would require a special audit or the disclosure of a material impending
transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure
would have a material adverse effect on the Company (a “Black Out Period”). Upon notice of the existence of
a Black Out Period from the Company to any Investor or Investors with respect to any registration statement already effective,
such Investor or Investors shall refrain from selling their Registrable Securities under such registration statement until such
Black Out Period has ended; provided, however, that the Company shall not impose a Black Out Period with respect
to any registration statement that is already effective more than twice during any period of twelve (12) consecutive months.


 


12.   Market
Stand-Off. Each Investor agrees, that if requested by the Company and an underwriter of Registrable Securities of the Company
in connection with any public offering of the Company, not to directly or indirectly offer, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise
dispose of or transfer any shares held by it for such period, not to exceed ninety (90) days following the effective date of the
relevant registration statement in connection with any public offering of Registrable Securities, as such underwriter shall specify
reasonably and in good faith, provided, however, that all officers and directors of the Company and all 1% or greater stockholders
of the Company enter into similar agreements. Notwithstanding anything in this Agreement, (i) none of the provisions of this Agreement
shall in any way limit any Investor from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory,
principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar
activities conducted in the ordinary course of their business, and (ii) the restrictions contained in this Agreement shall not
apply to Registrable Securities acquired by any Investor Entity following the effective date of the first registration statement
of the Company covering Registrable Securities to be sold on behalf of the Company in an underwritten public offering.


 


13.   Transferability
of Registration Rights. The registration rights set forth in this Agreement are transferable to each transferee of Registrable
Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of
this Agreement, in form and substance reasonably satisfactory to the Company, in order to acquire the rights granted pursuant to
this Agreement.


 


14.   Rights
Which May Be Granted to Subsequent Investors. Other than permitted transferees of Registrable Securities under this Section,
the Company shall not, without the prior written consent of the Principal Investors, (a) allow purchasers of the Company’s
securities to become a party to this Agreement or (b) grant any other registration rights other than any incidental or so called
piggyback registration rights to any third parties that are not inconsistent with the terms of this Agreement.


 




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15.   Damages.
The Company recognizes and agrees that each holder of Registrable Securities will not have an adequate remedy if the Company fails
to comply with the terms and provisions of this Agreement and that damages will not be readily ascertainable, and the Company expressly
agrees that, in the event of such failure, it shall not oppose an application by any holder of Registrable Securities or any other
Person entitled to the benefits of this Agreement requiring specific performance of any and all provisions hereof or enjoining
the Company from continuing to commit any such breach of this Agreement.


 


16.   Miscellaneous.


 


(a)       Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission)
if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the
recipient; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage
prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section 16):


 


if to the Company, to:


 


Global Clean Energy Holdings, Inc.


2790 Skypark Drive, Suite 105


Torrance, CA 90505


Attention: Richard Palmer


Fax: (310) 929-1139


Email: rpalmer@gceholdings.com


 


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


 


TroyGould PC


1801 Century Park East,


16th Floor


Los Angeles, CA 90067


Attention: Istvan Benko


Fax: (310) 789-1426


Email: IBenko@troygould.com


 


if to the Investors, to the Persons set forth under
such Investor’s name signature to this Agreement or to such other address as such Investor may designate to the Company in
writing from time to time.


 


(b)       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any
rule of law that would cause the application of the laws of any jurisdiction other than the laws of the State of Delaware. The
parties hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction
of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement.


 




    	 	11	 



    


    




 


(c)       Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


(d)       Counterparts
This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which together shall be deemed to constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail (including .pdf) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.


 


(e)       Severability.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability
shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not
contained herein.


 


(f)       Integration.
This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire agreement
among the parties with respect to the subject matter.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	12	 



    


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	Global Clean Energy Holdings, Inc.
	 	 	 
	 	By:	/s/Richard Palmer
	 	 	Name: Richard Palmer
	 	 	Title: President & CEO


 


[Signature Page to Registration Rights
Agreement] 


 






    	 		 



    


    




 





	 	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


 


[Signature Page to Registration Rights
Agreement]


 




    	 		 



    


    

 


	 	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


 


[Signature Page to Registration Rights
Agreement]


 




    	 		 



    


    




 


	 	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


 


[Signature Page to Registration Rights
Agreement]


 




    	 		 



    


    

  


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


 


[Signature Page to Registration Rights
Agreement]


 




    	 		 



    


    

 


Schedule A


 


Principal Investors


 


 


	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 GCE Co-Invest, 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. 




    	 		 



    


    

Schedule B


 


Other Investors


 


	LIF AIV 1, L.P.
	Voya Renewable Energy Infrastructure Originator I LLC 
	Voya Renewable Energy Infrastructure Originator L.P.