Exhibit 10.3


 


Execution Version


 


WARRANT


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER
ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED
UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECURITIES, AS THE CASE MAY BE, IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED
UNDER APPLICABLE STATE AND FOREIGN LAW OR (B) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER
THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY
TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


Warrant
Certificate No.: GCEH-[  ]


 


Original Issue Date: August 5, 2022


 


FOR
VALUE RECEIVED, GLOBAL CLEAN ENERGY HOLDINGS INC., a Delaware corporation (the “Company”), hereby certifies that [  ]
(the “Holder”) is entitled to purchase from the Company [  ]
duly authorized, validly issued, fully paid and nonassessable shares of Common Stock at a purchase price per share equal to $2.25 (subject
to adjustment as provided herein) (the “Exercise Price”), subject to the terms, conditions and adjustments set forth
below in this Warrant. Certain capitalized terms used herein are defined in Section 1. 


 


1.             Definitions.
As used in this Warrant, the following terms have the respective meanings set forth below:


 


“Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, such Person. The term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is
then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price, in accordance with the terms of
this Warrant.


 


“Amendment
No. 9 to Credit Agreement” means that certain Amendment No. 9 to the Credit Agreement, dated August 5, 2022, by and among BKRF
OCB, LLC, a Delaware limited liability company, BKRF OCP, LLC, a Delaware limited liability company, Bakersfield Renewable Fuels, LLC,
a Delaware limited liability company, and Orion Energy Partners TP Agent, LLC, as the administrative agent and collateral agent.


 




     


     


    




 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York
are authorized or obligated by law or executive order to close.


 


“Camelina”
means camelina, regardless of form (whether seed, grain or oil), developed, cultivated, produced, owned, and sold, by or on behalf of,
the Company or an Affiliate of the Company.


 


“Common Stock”
means the common stock, par value $0.01 per share, of the Company, and any capital stock into which such Common Stock shall have been
converted, exchanged or reclassified following the date hereof.


 


“Company”
has the meaning set forth in the preamble.


 


“Convertible
Securities” means any securities (directly or indirectly) exercisable for, convertible into or exchangeable for Common Stock,
but excluding Options.


 


“Excluded
Issuances” means any issuance or sale by the Company after the Original Issue Date of (a) shares of Common Stock issued upon
the exercise of this Warrant, (b) Common Stock (or Options with respect thereto) issued or issuable to employees or directors of, or consultants
to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company,
(c) shares of Common Stock issued or issuable pursuant to the terms of securities (including Convertible Securities) issued under the
Purchase Agreement, Amendment No. 9 to Credit Agreement or the Transaction Agreement (as such securities have been amended), (d) securities
issuable upon the exercise, exchange, or conversion of any Convertible Securities that are issued and outstanding on the Original Issue
Date, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable
thereunder or to lower the exercise or conversion price thereof or (e) Common Stock, Options or Convertible Securities with respect thereto,
issued as acquisition consideration pursuant to the acquisition of another entity by the Company by merger, purchase of substantially
all of the assets or other reorganization or pursuant to a joint venture agreement. In addition, for the avoidance of doubt, “Excluded
Issuances” also include the filing of any registration statement of the Company with the Securities and Exchange Commission registering
securities of the Company, or the filing of any amendments or supplements thereto, provided that the determination of whether any
sale under any such registration statement is an Excluded Issuance will be determined based on the preceding clauses (a) to (e) hereof.


 


“Exercise
Agreement” has the meaning set forth in Section 3(a)(i).


 




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“Exercise
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section
3 shall have been satisfied at or prior to 5:00 p.m., New York, New York time, on a Business Day, including, without limitation, the
receipt by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.


 


“Exercise
Period” has the meaning set forth in Section 2.


 


“Exercise
Price” has the meaning set forth in the preamble.


 


“Fair Market
Value” means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for
such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of
the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on
all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the
closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association
for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation
system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin
Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over three (3) consecutive
Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being determined;
provided, that if the Common Stock is listed on any domestic securities exchange, the term “Business Day” as used in
this sentence means Business Days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic
securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair
Market Value” of the Common Stock shall be the fair market value per share as determined jointly by the Board and the Holder, or,
if that selection cannot be made within ten (10) days, by a nationally recognized and independent investment banking or valuation firm
selected jointly and approved by the Board and the Holder (including the methodologies to be utilized), or if joint selection and approval
is not achieved within ten (10) days, the American Arbitration Association shall select the independent investment banking or valuation
firm in accordance with its rules. The determination of such firm shall be final and conclusive, and the fees and expenses of such firm
shall be borne equally by the Company and the Holder.


 


“Holder”
has the meaning set forth in the preamble.


 


“Options”
means any warrants or other rights or options to subscribe for, or for the purchase of Common Stock or Convertible Securities.


 


“Original
Issue Date” means the date hereof.


 




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“OTC Bulletin
Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization
or government or department or agency thereof.


 


“Pink OTC
Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.


 


“Purchase
Agreement” means that certain Securities Purchase Agreement, dated as of February 2, 2022, by and between the Company and the
other parties thereto .


 


“Purchase
Rights” has the meaning set forth in Section 5.


 


“Securities
Act” has the meaning set forth in Section 10(a).


 


“Transaction
Agreement” means the Transaction Agreement, dated as of August 5, 2022, by and among ExxonMobil Oil Corporation, ExxonMobil
Renewables LLC and the Company.


 


“Underlying
Consideration” has the meaning set forth in Section 4(b).


 


“Warrant”
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.


 


“Warrant
Shares” means the shares of Common Stock of the Company then purchasable upon exercise of this Warrant in accordance with the
terms of this Warrant.


 


2.            Term
of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the Original Issue Date and
prior to 5:00 p.m., New York, New York time, on December 23, 2028 or, if such day is not a Business Day, on the next preceding Business
Day (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant
Shares purchasable hereunder (subject to adjustment as provided herein).


 


3.            Exercise
of Warrant. 


 


(a)          Exercise
Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of
the unexercised Warrant Shares, upon:


 


(i)        delivery
of an Exercise Agreement substantially in the form attached hereto as Exhibit A (each, an “Exercise Agreement”),
duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and


 




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(ii)       payment
to the Company of the Aggregate Exercise Price in accordance with Section 3(b).


 


Notwithstanding
anything to the contrary contained herein, the Holder shall not be required to deliver this Warrant in order to effect an exercise hereunder;
provided, however, that execution and delivery of the Exercise Agreement for the total amount of Common Stock available to the
Holder hereunder shall have the same effect as cancellation of this Warrant. Notwithstanding the foregoing, the Holder shall deliver this
Warrant in the event the right to acquire Warrant Shares pursuant to this Warrant has expired or has been fully exercised.


 


(b)         Payment
of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in
the Exercise Agreement, by the following methods: 


 


(i)       by
delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available
funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;


 


(ii)       by
instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market
Value as of the Exercise Date equal to such Aggregate Exercise Price;


 


(iii)       by
surrendering to the Company the Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise
Date equal to such Aggregate Exercise Price; or


 


(iv)      any
combination of the foregoing.


 


In the event of any
withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii), (iii) or (iv) above where the number of
shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to
the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder (by delivery of a certified
or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld
by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered
multiplied by (y) in the case of Common Stock, the Fair Market Value per Warrant Share as of the Exercise Date.


 


(c)          Use
of Proceeds. The Company shall use the net proceeds from the Aggregate Exercise Price received hereunder to fund the continued development
of biofuels projects in which Holder or its Affiliates participate and the production of Camelina.


 




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(d)         Delivery
of Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate
Exercise Price (in accordance with Section 3(a)), the Company shall, as promptly as practicable, and in any event within ten (10)
Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates
representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section
3(e). The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as
the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject
to compliance with Section 6, such other Person’s name as shall be designated in the Exercise Agreement. This Warrant shall
be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder
or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all
purposes, as of the Exercise Date. Notwithstanding anything to the contrary in this Section 3(d), the Warrant Shares may be issued
in uncertificated or book-entry form, at the option of the Holder, with such uncertificated Warrant Shares being evidenced by a book position
either on the Company’s share register or on the books of The Depository Trust Company, at the option of the Holder.


 


(e)          Fractional
Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of
a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount
in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of
(i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.


 


(f)          Delivery
of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the
Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with
Section 3(d), deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised
Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant. 


 


(g)          Valid
Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents,
covenants and agrees:


 


(i)       This
Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly
issued.


 


(ii)       All
Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall
take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable,
issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens
and charges.


 




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(iii)       The
Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company
of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock
or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which
shall be immediately delivered by the Company upon each such issuance).


 


(iv)       The
Company shall use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic securities
exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.


 


(v)       The
Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the
issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any
tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares
to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance
has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.


 


(h)          Conditional
Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with
a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the
Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until
immediately prior to the consummation of such transaction.


 


(i)           Reservation
of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued
Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the
maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be
less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon
the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.


 




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(j)           Maximum
Percentage. 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., LIV AIF I, 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.


 


4.            Adjustment
to Exercise Price and Warrant Shares. The Exercise Price and the number of Warrant Shares issuable upon exercise of
this Warrant shall be subject to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration
any prior adjustments pursuant to this Section 4).


 


(a)          Adjustment
to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time
or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other
capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities, or (ii) subdivide (by any stock
split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Warrant Shares
issuable upon exercise of this Warrant Certificate shall be proportionately increased. If the Company at any time combines (by combination,
reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased and the number of Warrant Shares issuable upon exercise of this
Warrant Certificate shall be proportionately decreased. Any adjustment under this Section 4(a) shall become effective at the close
of business on the date the dividend, subdivision or combination becomes effective. 


 




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(b)         Adjustment
to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital
reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to
no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares),
(iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s
assets to another Person or (v) other similar transaction, in each case which entitles the holders of Common Stock to receive (either
directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall,
immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall
thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable
for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such
transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar
transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation,
merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise
(without taking into account any limitations or restrictions on the exercisability of this Warrant) (collectively, the “Underlying
Consideration”); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made
with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 shall thereafter be
applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon
exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing
Person is other than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected
by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant
Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected
is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). If any such reorganization,
reclassification, consolidation, merger, sale or similar transaction entitles the holders of Common Stock to receive more than a single
type of consideration (determined based in part upon any form of stockholder election), then for purposes of this Section 4(b),
such consideration shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders
of Common Stock in such transaction. If, immediately after giving effect to any such reorganization, reclassification, consolidation,
merger, sale or similar transaction, shares of common stock that are listed on any domestic securities exchange or quoted on the OTC Bulletin
Board, the Pink OTC Markets or any similar quotation system or association account for less than 90% of the aggregate Fair Market Value
of the Underlying Consideration (assuming the Fair Market Value of any cash is the face amount of such cash), then the Exercise Price
and the amount of the Underlying Consideration shall be adjusted as of the effective date of such transaction to compensate the Holder
for lost time value. Such adjustments shall be determined based on a Black-Scholes option pricing model by a nationally recognized and
independent investment banking or valuation firm selected jointly and approved by the Board and the Holder; provided that (x) if
such joint selection and approval is not achieved within ten (10) days, the American Arbitration Association shall select the independent
investment banking or valuation firm in accordance with its rules and (y) the determination of such firm shall be final and conclusive,
and the fees and expenses of such firm shall be borne equally by the Company and the Holder. The provisions of this Section 4(b)
shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company
shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation
thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger,
sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory
to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing
provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained
herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 4(b), the Holder
shall have the right to receive the same consideration as any other holder of Common Stock if the Holder elects prior to the consummation
of such event or transaction to give effect to the exercise rights contained in Section 2 instead of giving effect to the provisions
contained in this Section 4(b) with respect to this Warrant.


 




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(c)          Certain
Events. If any event of the type contemplated by the provisions of this Section 4 but not expressly provided for by such provisions
(including, without limitation, a premium self-tender offer, a dividend or distribution upon the Common Stock payable in cash or other
assets or property, or the granting of stock appreciation rights, phantom stock rights or other rights with equity features, other than
with respect to any Excluded Issuance) occurs, then the Board shall make an appropriate adjustment in the Exercise Price and the number
of Warrant Shares issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with the provisions
of this Section 4; provided, that no such adjustment pursuant to this Section 4(c) shall increase the Exercise Price
or decrease the number of Warrant Shares issuable as otherwise determined pursuant to this Section 4, and for the avoidance of
doubt, no adjustment pursuant to this Section 4(c) shall be made in connection with any Excluded Issuance. 


 


(d)         Certificate
as to Adjustment. 


 


(i)       As
promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than ten (10) Business Days
thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment
and the facts upon which it is based and certifying the calculation thereof.


 




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(ii)       As
promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later
than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise
Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable
upon exercise of the Warrant. 


 


(e)          Notices.
In the event:


 


(i)           that
the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise
of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or
by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities,
or to receive any other security; or


 


(ii)          of
any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the
Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person; or 


 


(iii)        of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


then, and in each
such case, the Company shall send or cause to be sent to the Holder at least thirty (30) days prior to the applicable record date or the
applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record
date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or
other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as
of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or
such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of
Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable
to the Warrant and the Warrant Shares.


 


5.             Purchase
Rights. If at any time the Company grants, issues or sells any shares of Common Stock or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of Common Stock (the “Purchase Rights”), then the
Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
would have acquired if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. Anything
herein to the contrary notwithstanding, the Holder shall not be entitled to the Purchase Rights granted herein with respect to any Excluded
Issuance.


 




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6.             Transfer
of Warrant. This Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the
Holder or consent of the Company, upon surrender of this Warrant to the Company at its then principal executive offices with a properly
completed and duly executed assignment agreement substantially in the form attached hereto as Exhibit B, together with funds sufficient
to pay any transfer taxes described in Section 3(g)(v) in connection with the making of such transfer. Upon such compliance, surrender
and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing
the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.


 


7.             Holder
Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance
to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder
shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 


8.             Replacement
on Loss; Division and Combination.


 


 (a)          Replacement
of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement
or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation
to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and
exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that,
in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.


 




    	 	12	 



     


    




 


(b)          Division
and Combination of Warrant. This Warrant may be divided or, following any such division of this Warrant, subsequently combined with
other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a
written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their
agents or attorneys. The Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant
or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered
in accordance with such notice. 


 


9.            No
Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed by it hereunder, but shall at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder
in order to protect the exercise rights of the Holder against dilution or other impairment, consistent with the tenor and purpose of this
Warrant.


 


10.          Compliance
with the Securities Act.


 


(a)          Agreement
to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions
of this Section 10 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder
shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant
and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted
with a legend in substantially the following form:


 


“THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECURITIES, AS THE CASE MAY BE, IS EFFECTIVE UNDER THE ACT
AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS,
AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”


 




    	 	13	 



     


    

 


(b)          Representations
of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the Original Issue Date,
to the Company by acceptance of this Warrant as follows:


 


(i)       The
Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder
is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view
towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales
registered or exempted under the Securities Act. 


 


(ii)       The
Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only
in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently
in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


(iii)       The
Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge
and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant
and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.


 


11.          Warrant
Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the
Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register
as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division,
combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.


 


12.          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 facsimile or e-mail of a PDF document (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 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 addresses indicated below (or at such other address for a party as shall
be specified in a notice given in accordance with this Section 12).


 




    	 	14	 



     


    

 


	 If to the Company:	
    Global Clean Energy Holdings, Inc.

    2790 Skypark Drive, Suite 105

    Torrance, CA 90505

    Attention:

    Fax:

    Email:

	 	 
	with a copy to:	
    King & Spalding LLP

    Attention:

    1100 Louisiana

    Suite 4100

    Houston, TX 77002

    Email:

	 	 
	If to the Holder:	
    292 Madison Avenue, Suite 2500

    New York, NY 10118

    Attn:

    Email:



 


13.           Cumulative
Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in
this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies
available at law, in equity or otherwise.


 


14.           Equitable
Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations
under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy
and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall,
in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief,
including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent
jurisdiction.


 


15.           Entire
Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect
to such subject matter.


 


16.           Successor
and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties
hereto and the successors of the Company and the successors and assigns of the Holder. Such successors and/or assigns of the Holder shall
be deemed to be a Holder for all purposes hereunder.


 




    	 	15	 



     


    

 


17.           No
Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors
and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other
Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


18.           Headings.
The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.


 


19.           Amendment
and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by
an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver
in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character,
and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege
arising from this Warrant shall operate or be construed 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.


 


20.           Severability.
If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other
jurisdiction.


 


21.           Governing
Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of laws of any jurisdiction other than those of the State of Delaware.


 


22.           Submission
to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated
hereby may be instituted in the state courts of Delaware and to the jurisdiction of the United States District Court for the District
of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service
of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be
effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally
waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to
plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 




    	 	16	 



     


    

 


23.            Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial
by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.


 


24.           Counterparts.
This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.


 


25.           No
Strict Construction. This Warrant 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.


 


[signature
page follows]


 




    	 	17	 



     


    

 


IN WITNESS WHEREOF, the Company
has duly executed this Warrant on the Original Issue Date.


 


 


	 	GLOBAL CLEAN ENERGY HOLDINGS, INC. 
	 	 
	 	By: 	        
	 	Name:
	 	Title:


 


[Signature Page to GCEH Warrant]


 




     


     


    

 


	
    Accepted and agreed,

     

	[  ]	 
	 	 
	By: 	     	 
	Name:	 
	Title:	 


 


[Signature Page to GCEH Warrant]


 




     


     


    




 


Exhibit A


 


NOTICE OF EXERCISE


 


TO:GLOBAL
CLEAN ENERGY HOLDINGS, INC.


 


(1)          The
undersigned hereby elects to purchase [ ] Warrant Shares of the Company pursuant to the terms of the attached Warrant and tenders herewith
payment of the Aggregate Exercise Price in full.


 


(2)          Payment
shall take the form of (check all applicable boxes):


 


 ̈
certified or official bank check payable to the order of the Company, or by wire
transfer of immediately available funds;


 


 ̈
cashless exercise pursuant to the cashless exercise procedure in Section 3(b)(ii);
or


 


 ̈ cashless
exercise pursuant to the cashless exercise procedure in Section 3(b)(iii).


 


(3)          Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 	 


 


[The Warrant Shares shall be delivered to the
following DWAC Account Number:]


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[NAME OF
HOLDER]


 


	 	 
	Signature of Authorized Signatory of Holder:	 
	 	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Date of Execution:	 	 
	 	 	 


 




     


     


    




 


Exhibit B


 


Assignment and Assumption


 


Reference
is made to that certain (i) Warrant, dated as of August 5, 2022, represented by Warrant Certificate No. GCEH-[  ]
(the “Warrant”), issued by Global Clean Energy Holdings Inc.,
a Delaware corporation (the “Company”) to [  ]
(the “Assignor”) [and (ii) Registration Rights Agreement,
dated February 23, 2022, by and among the Company, the Assignor and the other parties thereto (as amended, amended and restated, supplemented
or otherwise modified, the “Registration Rights Agreement”)]. Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to such terms in the Warrant [and the Registration Rights Agreement, as applicable].


 


FOR VALUE RECEIVED, the Assignor
hereby sells, assigns and transfers that portion of Assignor’s rights under the Warrant and the number of Warrant Shares issuable
pursuant thereto to the Assignee as follows:


 


	Name of Assignee	 	Address	 	Number of Warrant Shares
	[  ]	 	
    [  ]

    Attn: [  ]

    Email: [  ]
	 	[  ]


 


[In addition, the Assignor
hereby assigns and transfers to the Assignee its rights, duties and obligations under the Registration Rights Agreement to the extent
of Assignee’s interest in the Warrant Shares set forth above (which for the avoidance of doubt are Registrable Securities under
the Registration Rights Agreement), and Assignee hereby accepts and assumes such rights, duties and obligations from the Assignor, including
with respect to its indemnification obligations under Section 7(b) of the Registration Rights Agreement. All notices to be given by the
Company to the Assignee as a Holder of the Warrant shall be sent to the Assignee at the above listed address.]


 


[In
accordance with Section 6 of the Warrant, the Assignor requests that the Company execute and deliver a new Warrant in the name of the
Assignee representing the number of Warrant Shares set forth above, and a new Warrant representing [  ] Warrant Shares in the
name of the Assignor.]


 


In addition to the making
of the representations and warranties set forth in Section 10(b) of the Warrant, the Assignee represents and warrants that the Assignee
is acquiring the Warrant and the Warrant Shares for its own account or the account of an Affiliate for investment purposes and not with
the view to any sale or distribution, and that the Assignee will not offer, sell or otherwise dispose of the Warrant or the Warrant Shares
except pursuant to the terms of the Warrant and under circumstances as will not result in a violation of applicable securities laws.


 


[SIGNATURE PAGE FOLLOWS]


 




     


     


    




 


Dated Effective: [_______], 2022


 


	 	ASSIGNOR:
	 	 
	 	[  ] 
	 	 
	 	By:  	         
	 	Name:
	 	Title:
	 	 
	 	 
	 	ASSIGNEE:
	 	 
	 	[  ]
	 	 
	 	By:  	 
	 	Name:
	 	Title:


 


	ACKNOWLEDGED:	 
	 	 
	Global Clean Energy Holdings Inc.	 
	 	 
	By:  	              	 
	Name:	 
	Title: