(viii)      any Change of Control, except to the extent the Series C Preferred Stock is properly redeemed in connection therewith at the closing of such transaction pursuant to Sections 6 or 7;

(ix)         except for repurchases of the Series C Preferred Stock pursuant to this Certificate of Designations, or repurchases of Equity Interests pursuant to any equity incentive plan of the Corporation, any repurchase, redemption or buy back of any Equity Interests;

(x)          until such time as the Series C Preferred Stock has been redeemed at the Corporation Redemption Price as set forth in this Certificate of Designations, declaring any dividend or making any distributions on any Parity Stock or Junior Stock;

(xi)         any increase in the number of directors appointed to the Corporation’s Board of Directors beyond the number set forth in the Certificate of Incorporation, this Certificate of Designations or the Bylaws of the Corporation;

(xii)        any expansion into or carrying on, or allowing any Subsidiary to expand into or carry on any new line of business other than the Principal Business;

(xiii)      except as contemplated by the Purchase Agreement, any hiring, termination, or material change of the authority, compensation (including manner of payment) or responsibilities of the Senior Management of the Corporation;

(xiv)        any sale, lease, transfer, grant of an exclusive license, or other disposition to any Person (other than non-exclusive intercompany licenses between the Corporation and its Subsidiaries) of material intellectual property or technology of the Corporation or any of its Subsidiaries that is necessary or beneficial to the development of the Project;

(xv)         any transaction with an employee, officer, shareholder, manager, member, director or Affiliate of the Corporation or any of its Subsidiaries (other than the Corporation or any of its Subsidiaries), any member of his or her immediate family (if such Person is an individual) or any of their respective Affiliates (other than the Corporation or any of its Subsidiaries) (each a “Related Person”) exceeding $100,000 in value or materially amend any existing transactions which, before and after such amendment, exceeds $100,000 in value with a Related Person;

(xvi)        subject to Section 12(a), the adoption of the Annual Operating Budget, or any material modification to any Approved Budget in excess of 15% on a summary line item basis, and up to an aggregate increase of 5% of the Approved Budget (across all summary line items), other than any such modifications or increases with respect to actual costs: (A) for recurring natural gas and feedstock costs incurred by the Company or any of its Subsidiaries in the ordinary course of business pursuant to then-existing contracts or (B) to fund any emergency or other urgent non-discretionary expenditures required to preserve or protect or maintain the continued operation of the assets or personnel of the Company or any of its Subsidiaries (including an order to comply with emergency orders of any governmental entity that cannot be stayed by Corporation with sufficient time to apprise the Board prior to taking such action); provided that the Corporation notifies the Holders promptly thereafter, including reasonable information and documentation to explain the need for the expenditure and the urgent reasons therefore, together with such other information as reasonably requested by the Holders on the actions taken and the expenditures made in connection with the emergency;

(xvii)      to the extent not contemplated in an Approved Budget or pursuant to any agreement, instrument or arrangement (A) existing as of the Issue Date, (B) disclosed pursuant to Section 3.19(c) or Section 5.01 of the Purchase Agreement and (C) listed in the Disclosure Schedules of the Purchase Agreement, any purchase, sale, lease, transfer or otherwise acquisition or disposal of material assets or any investment, whether on behalf of the Corporation or any of its Subsidiaries, in each case, in any transaction or series of related transactions for consideration (including assumed indebtedness) in excess of $2,500,000;

(xviii)     to the extent not contemplated in an Approved Budget or pursuant to any agreement, instrument or arrangement (A) existing as of the Issue Date, (B) disclosed pursuant to Section 3.19(c) or Section 5.01 of the Purchase Agreement and (C) listed in the Disclosure Schedules of the Purchase Agreement, any sale or purchase of any equity interests in any Subsidiary of the Corporation;

(xix)        any grant of any lien, security interest, pledge, mortgage or other encumbrance on any assets of the Corporation or any of its Subsidiaries, subject to (i) liens securing the indebtedness under, or otherwise permitted to be outstanding by, the Corporation’s existing credit facilities as of January 1, 2022, or securing any other indebtedness not exceeding $10,000,000 in the aggregate on a per year basis; (ii) liens in the ordinary course of business in favor of an equipment lessor, an engineering, procurement or construction contractor, or a materials or component supplier or (iii) liens granted pursuant to any limited recourse Project financing; or

(xx)         any action, authorizing or approving, committing to or entering into any agreement with respect to any of the foregoing.

(c)          The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws of the Corporation and applicable law.

(d)          Subject to the other provisions of this Section 4(d) and for so long as any shares of Series C Preferred Stock are outstanding, ExxonMobil shall have the option and right (but not the obligation), exercisable at any time by delivering a written notice of such designation to the Corporation, (i) to appoint two (2) directors to the Board of Directors from the Issue Date until the earlier of an Event of Default or the fifth (5^th) anniversary of the Issue Date and (ii) from and after the earlier of an Event of Default or the fifth (5^th) year anniversary of the Issue Date, to appoint the number of directors to the Board of Directors that would constitute a majority of the whole Board of Directors (such rights to make such appointment contemplated by clause (ii), the “Majority Right”; any such directors appointed pursuant to clause (i) and (ii), the “Preferred Directors”) and the Corporation shall promptly take all actions necessary or advisable to effect ExxonMobil’s appointment regarding the Preferred Directors, notwithstanding anything to the contrary in Article III of the bylaws of the Corporation.  The Preferred Directors shall be appointed by ExxonMobil at each annual meeting of stockholders of the Corporation, or by written consent in lieu of a meeting, with each Preferred Director (if applicable) serving a term of office expiring at the earliest of the next annual meeting of stockholders of the Corporation or the death, resignation or removal of such Preferred Director; provided, however, that any Preferred Director shall be reasonably acceptable to the Board of Directors and satisfy all applicable SEC, requirements of any National Securities Exchange, and applicable state law regarding service as a regular director of the Corporation, and shall comply in all material respects with the Corporation’s corporate governance guidelines as in effect from time to time. 

Further, ExxonMobil shall have the option and right (but not the obligation) to (x) have representation on each committee of the Board of Directors to the extent not prohibited by applicable law or rule or regulation of the SEC or any National Securities Exchange on which the Corporation’s Common Stock is listed or admitted to trading, and (y), to the extent ExxonMobil does not elect to have, or is prohibited by applicable law from having, a Preferred Director on a committee of the Board of Directors, appoint a non-voting observer (a “Preferred Committee Observer”) to any or all committees of which a Preferred Director is not a member.  At any meeting held for the purpose of appointing a Preferred Director or Preferred Committee Observer, the presence in person or by proxy of ExxonMobil shall constitute a quorum for the purpose of such appointment.  Subject to the other provisions of this Section 4(d), the initial Preferred Directors elected by ExxonMobil shall serve as the Preferred Director until the expiration of each of his or her respective term of office or such earlier time as ExxonMobil elects to replace one or both of the initial Preferred Directors or any successors thereof upon prompt written notice to the Corporation.  Any Preferred Director may be removed for cause or otherwise by, and only by, ExxonMobil, either at a special meeting duly called for that purpose or pursuant to a written consent of ExxonMobil submitted to the Corporation at any time.  In the event of the resignation, death or removal (for cause or otherwise) of any Preferred Director or Preferred Committee Observer from the Board of Directors or any committee thereof, as applicable, and in the event of the vacancies created by the Majority Right, in each case, ExxonMobil shall have the continuing right to appoint any successor Preferred Directors and/or Preferred Committee Observer, as applicable, to the Board of Directors or any committee thereof, as applicable, to fill the resulting vacancy on the Board of Directors or any applicable committee thereof.  For the avoidance of doubt, the number of authorized directors constituting the Board of Directors shall be increased by, and the Corporation shall take all action necessary to increase, the size of the Board of Directors and/or the number of Preferred Directors as necessary to give effect to the Majority Right (it being understood that the Board of Directors comprises seven (7) directors as of the Issue Date).  Notwithstanding the foregoing, ExxonMobil shall have the right to appoint a director or representative (with applicable participation rights) to any technical committee of the Board of Directors, whether currently existing or established in the future.

(e)          Notwithstanding anything in this Section 4 to the contrary, if the Corporation desires to raise new senior capital (whether debt or senior equity, including in connection with any issuance of Equity Interests of a Subsidiary) for purposes of effecting a full redemption of the Series C Preferred Stock pursuant to Section 6, then any consent required to be obtained from the Major Holders pursuant to Section 4(b) shall not be unreasonably withheld, conditioned or delayed, provided that the Corporation acknowledges and agrees that it shall be reasonable for any of the Major Holders to withhold its consent in consideration of and/or in connection with the impact on any Equity Interests, including the Common Stock or existing warrants held by any of the Major Holders.

SECTION 5.          Liquidation Rights.

(a)          In the event of any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary (“Liquidation Event”), each Holder shall first be entitled to receive, in respect of such shares of Series C Preferred Stock, and to be paid out of the assets of the Corporation, an amount in cash equal to the Corporation Redemption Price, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock.

(b)          Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Corporation (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Corporation into or with any other Person, or a Change of Control, shall be deemed to be a Liquidation Event.

(c)          In the event the assets of the Corporation available for distribution to the Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a), no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series C Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Series C Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

SECTION 6.          Redemption.

(a)          At any time, and from time to time, the Corporation shall have the right, subject to applicable law, to redeem all or a portion of the shares of Series C Preferred Stock in an amount no less than the lesser of (x) 25,000 shares (as may be adjusted pursuant to Section 9(e)) of the Series C Preferred Stock then outstanding and (y) all shares of Series C Preferred Stock then outstanding, in each case, from any source of funds legally available for such purpose; provided that any such redemption shall be on a pro rata basis from all Holders based on the relative number of shares of Series C Preferred Stock held by each such Holder; provided, further, that the Corporation or any of its Subsidiaries may not raise any new senior or pari passu capital (whether debt or equity, including in connection with any issuance of Equity Interests of a Subsidiary) without the consent of the Major Holders, provided, further that the Corporation acknowledges and agrees that it shall be reasonable for any of the Major Holders to withhold its consent in consideration of and/or in connection with the impact on any Equity Interests, including the Common Stock or existing warrants held by any of the Major Holders.  To the extent the Major Holders consent to such the raising of new senior capital, it shall be applied (i) if raised prior to the fourth (4^th) anniversary of the Issue Date, solely for the purpose of (x) the repayment of any existing obligations of the Corporation or any of its Subsidiaries owed under the OpCo Credit Agreement, or (y) such other use as may be approved by the consent of the Major Holders, each in its sole discretion, or (ii) if raised from or after the fourth anniversary of the Issue Date, the Corporation shall be required to redeem a number of Series C Preferred Stock equal to the lesser of (x) the number of Series C Preferred Stock then issued and outstanding and (y) the gross proceeds from such senior capital raise divided by the Corporation Redemption Price (provided that, notwithstanding the foregoing, each Holder shall have the right, individually and in its discretion, to waive the foregoing redemption obligation of the Corporation solely with respect to the Series C Preferred Stock held by such Holder) (any such required redemption, a “Capital Raise Redemption”).  Any such redemption shall be on a pro rata basis from all Holders based on the relative number of shares of Series C Preferred Stock held by each such Holder and shall occur at the date that the new senior capital is closed, unless waived by each Holder, and then no later than the tenth (10^th) day following the date that such new senior capital is received by the Corporation(the “Corporation Redemption Date”).

(i)          Subject to applicable law, the Corporation shall effect any such redemption pursuant to this Section 6(a) by paying cash for each share of Series C Preferred Stock to be redeemed in an amount equal to the Corporation Redemption Price.

(ii)         The Corporation shall give notice of its election to redeem the Series C Preferred Stock pursuant to this Section 6(a) not less than thirty (30) days and not more than sixty (60) days before the Corporation Redemption Date, or with respect to any Capital Raise Redemption, no more than three (3) days following the date that such Capital Raise Redemption was first triggered pursuant to this Section 6(a), to the Holders of Series C Preferred Stock as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein.  Such notice (the “Corporation Redemption Notice”) shall state: (w) the Corporation Redemption Date, (x) the number of shares of Series C Preferred Stock to be redeemed from such Holder, (y) the Corporation Redemption Price, including the calculation thereof and evidence that such price is the greater amount of the applicable amounts constituting the Corporation Redemption Price and (z) the place where any shares of Series C Preferred Stock in certificated form are to be redeemed and be presented and surrendered for payment of the applicable Corporation Redemption Price therefor, which surrender and payment shall take place on the Corporation Redemption Date. 

(b)          If the Corporation gives a Corporation Redemption Notice, the Corporation shall deposit with the Paying Agent funds sufficient to redeem the shares of Series C Preferred Stock as to which the Corporation Redemption Notice shall have been given, no later than the open of business on the Corporation Redemption Date and the Corporation shall give the Paying Agent irrevocable instructions and authority to pay the Corporation Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Series C Preferred Stock in certificated form therefor as set forth in the Corporation Redemption Notice.  If the Corporation Redemption Notice shall have been given, then from and after the Corporation Redemption Date, unless the Corporation defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Corporation Redemption Notice, all dividends on such shares of Series C Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the shares of Series C Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only for the rights of Holders thereof to receive the Corporation Redemption Price.  The Corporation shall be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Corporation Redemption Price of the shares of Series C Preferred Stock to be redeemed), and the holders of any shares of Series C Preferred Stock so redeemed shall have no claim to any such interest income.  Any funds deposited with the Paying Agent hereunder by the Corporation for any reason, including redemption of shares of Series C Preferred Stock, that remain unclaimed or unpaid after two (2) years after the Corporation Redemption Date or any other payment date, shall be, to the extent permitted by applicable law, repaid to the Corporation upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Corporation.  Notwithstanding any Corporation Redemption Notice, there shall be no redemption of any shares of Series C Preferred Stock called for redemption until funds sufficient to pay the full Corporation Redemption Price of such shares shall have been deposited by the Corporation with the Paying Agent.

SECTION 7.          Mandatory Redemption Offer.

(a)          In the event of a Change of Control (and as a condition precedent for the Corporation consummating a Change of Control) or an Event of Default, the Corporation or a third party with the prior written consent of the Corporation (such party, as applicable, the “Redeeming Party”) shall make an irrevocable offer by providing the Holders of Series C Preferred Stock (i) a Change of Control Redemption Notice in the case of a Change of Control, or (ii) an Event of Default Redemption Notice in the case of an Event of Default to redeem all of the outstanding Series C Preferred Stock in accordance with the provisions of this Section 7; provided, however, that with respect to any Event of Default, such offer shall remain outstanding and available for acceptance until the earlier of (x) the Corporation curing all Events of Default or (y) acceptance by the Major Holders.  The Major Holders shall have the right to accept or reject any such offer on behalf of all Series C Preferred Stock; provided that, prior to the fifth (5^th) anniversary of the Issue Date, with respect to the mandatory redemption obligation pursuant to this Section 7 that is the result of a Change of Control, if the Major Holders have rejected or failed to elect to accept such offer within fifteen (15) Business Days of receipt of a Change of Control Redemption Notice, then each Holder (other than the Major Holders) shall have the right to accept such offer solely with respect to the Series C Preferred Stock held by such Holder, provided further that if the Series C Preferred Stock has not been redeemed in full by the fifth (5^th) anniversary of the Issue Date, then each Holder shall have the right to cause the Company to redeem such shares of Series C Preferred Stock held by such Holder at any time from and after the fifth (5^th) anniversary of the Issue Date, provided that such redemption would not reasonably be expected to result in the Insolvency of the Corporation or in a Bankruptcy Event (in each case, assuming the Corporation and its Subsidiaries are conducting the Principal Business).  Any such acceptance of such offer shall be evidenced in a writing (the “Acceptance Notice”) delivered to the Corporation by the applicable Holders (the “Accepting Holders”) and any such redemption accepted shall occur on a date set by the Redeeming Party in its sole discretion, but no later than (i) the closing date for the Change of Control (it being understood that the redemption of Series C Preferred Stock is a condition precedent to any such Change of Control) or (ii) ten (10) Business Days after such acceptance by the Accepting Holders is made with respect to the occurrence of an Event of Default (in each case, the “Mandatory Redemption Date”).  No later than one (1) day following the occurrence of an Event of Default, the Corporation shall deliver to the Holders of Series C Preferred Stock a written notice setting forth: (i) the Mandatory Redemption Date, (ii) Corporation Redemption Price, including the calculation thereof, and (iii) the place where any shares of Series C Preferred Stock in certificated form are to be redeemed and shall be presented and surrendered for payment of the Corporation Redemption Price therefor (the “Event of Default Redemption Notice”).  Any such Event of Default Redemption notice shall be delivered and addressed to each Holder as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein.  Notwithstanding the foregoing, no failure by the Corporation to deliver an Event of Default Redemption Notice hereunder or the failure of an applicable Holder to timely issue an Acceptance Notice shall limit or negate the rights of such Holders, as applicable, to deliver an Acceptance Notice following any uncured Event of Default and, in such circumstance, upon the delivery by any Holder of an Acceptance Notice in connection with an Event of Default, the Corporation shall promptly (and in any event within one (1) Business Day of receiving such Acceptance Notice) deliver an Event of Default Redemption Notice.

(b)          Subject to applicable law, the Redeeming Party shall effect any such redemption pursuant to this Section 7 by paying cash for each share of Series C Preferred Stock to be redeemed in an amount equal to the Corporation Redemption Price for such share of Series C Preferred Stock on such Mandatory Redemption Date.

(c)          In the case of a Change of Control, the Redeeming Party shall give notice (the “Change of Control Redemption Notice”) to the holders of the Series C Preferred Stock of such opportunity for redemption on the earlier of (i) twenty (20) Business Days prior to the date of execution of a definitive agreement giving rise (or that will give rise) to the Change of Control and (ii) at least thirty (30) days before the scheduled Mandatory Redemption Date. Any such notice shall be delivered and addressed to each Holder as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein.  Such Change of Control Redemption Notice shall state: (i) the Mandatory Redemption Date, (ii) Corporation Redemption Price, including the calculation thereof, and (iii) the place where any shares of Series C Preferred Stock in certificated form are to be redeemed and shall be presented and surrendered for payment of the Corporation Redemption Price therefor.  Notwithstanding anything to the contrary, the Mandatory Redemption Date may be on the date of the Change of Control, if applicable, and any redemption pursuant to this Section 7 may be made simultaneously with the Change of Control. 

(d)          If the Redeeming Party receives an Acceptance Notice, the Redeeming Party shall deposit with the Paying Agent funds sufficient to redeem the shares of Series C Preferred Stock as to which such Acceptance Notice shall have been given, no later than the open of business on the Mandatory Redemption Date, and the Redeeming Party shall give the Paying Agent irrevocable instructions and authority to pay the applicable Corporation Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Series C Preferred Stock in certificated form therefor as set forth in the Change of Control Redemption Notice or the Event of Default Redemption Notice, as applicable.

SECTION 8.          Mandatory Liquidity Event Process.  If shares of the Series C Preferred Stock remain outstanding as of the fifth (5^th) anniversary of the Issue Date or at any time following an Event of Default (for so long as such Event of Default is occurring), the Major Holders shall be entitled to cause the Corporation, and upon such requests the Corporation shall, engage an investment bank and other advisors approved by the Board of Directors (following the implementation of the Majority Right) to evaluate and explore a refinancing of the Series C Preferred Stock or a possible Change of Control (“Liquidity Event Process”).   The Corporation shall use reasonable best efforts to promptly take all actions that are necessary or appropriate to effect such Liquidity Event Process on terms approved by the Major Holders including but not limited to causing its employees, officers, consultants, counsel and advisors to assist the investment bank in creating a list of potential acquirers or financing sources, executing customary non-disclosure agreements with potential acquirers or financing sources, establish and populate virtual data rooms with customary information, data and documentation, prepare teasers, confidential information memorandums or other similar materials, attend and participate in any meetings, conference calls or presentations regarding the Corporation, and its business with potential acquirers or financing sources, execute a letter of intent or term sheet and/or enter into definitive agreements.  For the avoidance of doubt, any refinancing or direct or indirect purchase of Series C Preferred Stock in connection with a Liquidity Event Process shall be effected on a pro rata basis among all Holders based on the relative number of shares of Series C Preferred Stock held by each such Holder.

SECTION 9.          Uncertificated Shares; Certificated Shares; Adjustments.

(a)          Uncertificated Shares.

(i)          Form. Notwithstanding anything to the contrary herein, unless requested in writing by a Holder to the Corporation, the shares of Series C Preferred Stock shall be in uncertificated, book entry form as permitted by the bylaws of the Corporation and the Delaware General Corporation Law.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall, or shall cause the Transfer Agent to, send to the registered owner thereof an Ownership Notice.

(ii)         Transfer.  Transfers of Series C Preferred Stock held in uncertificated, book-entry form shall be made only upon the transfer books of the Corporation kept at an office of the Transfer Agent upon receipt of proper transfer instructions from the registered owner of such Series C Preferred Stock or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment or authority to transfer the Series C Preferred Stock (“Authorized Party”).  The Corporation may refuse any requested transfer until the Authorized Party furnishes evidence satisfactory to the Corporation that such transfer is proper.

(iii)        Legends.  Each Ownership Notice issued with respect to a share of Series C Preferred Stock shall bear a legend in substantially the following form:

“THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED AND ARE NOT EXPECTED TO BE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.  THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF GLOBAL CLEAN ENERGY HOLDINGS, INC. (THE “CORPORATION”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED or AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.  THE SHARES IDENTIFIED HEREIN ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER AND THE CERTIFICATE OF DESIGNATION FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 202 OF THE DELAWARE GENERAL CORPORATION LAW (THE “CERTIFICATE OF DESIGNATION”).  THE TERMS OF THE CHARTER AND THE CERTIFICATE OF DESIGNATION ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE.

IN CONNECTION WITH ANY TRANSFER OF THE SECURITIES IDENTIFIED HEREIN, THE HOLDER or a duly authorized attorney or an individual presenting proper evidence of succession, assignment or authority to transfer THE SECURITIES IDENTIFIED HEREIN WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

In addition, each Ownership Notice issued with respect to a share of Series C Preferred Stock shall bear a legend in substantially the following form:

“BY ACCEPTANCE HEREOF, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE CORPORATION THAT, FOR SO LONG AS THE HOLDER HOLDS THE SECURITIES IDENTIFIED HEREIN, THE HOLDER SHALL NOT, AND SHALL CAUSE ITS AFFILIATES NOT TO, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE CORPORATION.”

(b)          Certificated Shares.

(i)          Form and Dating.  When Series C Preferred Stock is held in certificated form (“Certificated Series C Preferred Stock”), such certificate and the Transfer Agent’s certificate of authentication shall be substantially in the form set forth in 0, which is hereby incorporated in and expressly made a part of this Certificate of Designations.  The Certificated Series C Preferred Stock may contain notations, legends or endorsements required by applicable law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage; provided that any such notation, legend or endorsement is in a form acceptable to the Corporation.  Each share of Certificated Series C Preferred Stock shall be dated the date of its authentication.

(ii)         Execution and Authentication.  Two (2) Officers shall sign each share of Certificated Series C Preferred Stock on behalf of the Corporation by manual or facsimile signature.  If an Officer whose signature is on a share of Certificated Series C Preferred Stock no longer holds that office at the time the Transfer Agent authenticates the share of Certificated Series C Preferred Stock, the Series C Preferred Stock shall be valid nevertheless.  No share of Certificated Series C Preferred Stock shall be valid until an authorized signatory of the Transfer Agent manually signs the certificate of authentication associated with such share of Certificated Series C Preferred Stock.  The signature shall be conclusive evidence that the Series C Preferred Stock has been authenticated under this Certificate of Designations.  The Transfer Agent shall authenticate and deliver certificates for shares of Certificated Series C Preferred Stock for original issue upon a written order of the Corporation signed by two (2) Officers or by an Officer and an Assistant Treasurer of the Corporation.  Such order shall specify the number of shares of Certificated Series C Preferred Stock to be authenticated and the date on which the original issue of the Certificated Series C Preferred Stock is to be authenticated.  The Transfer Agent may appoint an authenticating agent reasonably acceptable to the Corporation to authenticate the certificates for the Certificated Series C Preferred Stock.  Unless limited by the terms of such appointment, an authenticating agent may authenticate certificates for the Certificated Series C Preferred Stock whenever the Transfer Agent may do so.  Each reference in this Certificate of Designations to authentication by the Transfer Agent includes authentication by such agent.  An authenticating agent has the same rights as the Transfer Agent or agent for service of notices and demands.

(iii)        Transfer and Exchange.  When shares of Certificated Series C Preferred Stock are presented to the Transfer Agent with a request to register the transfer of such shares of Certificated Series C Preferred Stock or to exchange such Certificated Series C Preferred Stock for an equal number of shares of Certificated Series C Preferred Stock, the Transfer Agent shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the shares of Certificated Series C Preferred Stock surrendered for transfer or exchange:

(A)         shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Corporation and the Transfer Agent, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(B)         is being transferred or exchanged pursuant to subclause (1) or (2) below, and is accompanied by the following additional information and documents, as applicable:

(1)         if such shares of Certificated Series C Preferred Stock are being delivered to the Transfer Agent by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect in substantially the form of 0 hereto; or

(2)         if such shares of Certificated Series C Preferred Stock are being transferred to the Corporation or to a “qualified institutional buyer” in accordance with Rule 144A under the Securities Act or pursuant to another exemption from registration under the Securities Act, (i) a certification to that effect (in substantially the form of 0 hereto) and (ii) if the Corporation so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 9(b)(iv).

(iv)         Legends.

(A)         Each certificate evidencing shares of Certificated Series C Preferred Stock shall bear a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE FOREGOING LEGEND WILL BE REMOVED AND A NEW CERTIFICATE PROVIDED WITH RESPECT TO THESE SECURITIES UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF GLOBAL CLEAN ENERGY HOLDINGS, INC. (THE “CORPORATION”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.  THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER AND THE CERTIFICATE OF DESIGNATION FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 202 OF THE DELAWARE GENERAL CORPORATION LAW (THE “CERTIFICATE OF DESIGNATION”).  THE TERMS OF THE CHARTER AND THE CERTIFICATE OF DESIGNATION ARE HEREBY INCORPORATED INTO THIS CERTIFICATE BY REFERENCE.

IN CONNECTION WITH ANY TRANSFER OF THESE SECURITIES, THE HOLDER OR A DULY AUTHORIZED ATTORNEY OR AN INDIVIDUAL PRESENTING PROPER EVIDENCE OF SUCCESSION, ASSIGNMENT OR AUTHORITY TO TRANSFER THESE SECURITIES WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

(v)          Replacement Certificates.  If any certificates of any Series C Preferred Stock shall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or destroyed, a new certificate of like tenor and representing an equivalent amount of shares of Series C Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such certificate and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent.

(vi)         Cancellation.  In the event the Corporation shall purchase or otherwise acquire Certificated Series C Preferred Stock, the same shall thereupon be delivered to the Transfer Agent for cancellation.  The Transfer Agent and no one else shall cancel and destroy all Series C Preferred Stock certificates surrendered for transfer, exchange, replacement or cancellation and deliver a certificate of such destruction to the Corporation unless the Corporation directs the Transfer Agent to deliver canceled Series C Preferred Stock certificates to the Corporation.  The Corporation may not issue new Series C Preferred Stock certificates to replace Series C Preferred Stock certificates to the extent they evidence Series C Preferred Stock which the Corporation has purchased or otherwise acquired.

(c)          Certain Obligations with Respect to Transfers and Exchanges of Series C Preferred Stock.

(i)          To permit registrations of transfers and exchanges, the Corporation shall execute and the Transfer Agent shall authenticate Certificated Series C Preferred Stock as required pursuant to the provisions of this Section 9.

(ii)         All shares of Series C Preferred Stock, whether or not Certificated Series C Preferred Stock, issued upon any registration of transfer or exchange of such shares of Series C Preferred Stock shall be the valid obligations of the Corporation, entitled to the same benefits under this Certificate of Designations as the shares of Series C Preferred Stock surrendered upon such registration of transfer or exchange.

(iii)        Prior to due presentment for registration of transfer of any shares of Series C Preferred Stock, the Transfer Agent and the Corporation may deem and treat the Person in whose name such shares of Series C Preferred Stock are registered as the absolute owner of such Series C Preferred Stock and neither the Transfer Agent nor the Corporation shall be affected by notice to the contrary.

(iv)         No service charge shall be made to a Holder for any registration of transfer or exchange of any Series C Preferred Stock on the transfer books of the Corporation or the Transfer Agent or upon surrender of any Series C Preferred Stock certificate at the office of the Transfer Agent maintained for that purpose.  Notwithstanding the foregoing, the Corporation shall not be required to pay any tax or other governmental charge that may be payable in respect of any registration of transfer or exchange of any Series C Preferred Stock in a name other than that of the Holders of such shares of Series C Preferred Stock, and the Person or Persons requesting the issuance thereof shall be required to pay to the Corporation the amount of such tax or governmental charge or shall have established to the satisfaction of the Corporation that such tax or governmental charge has been paid.

(d)          No Obligation of the Transfer Agent.  The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Certificate of Designations or under applicable law with respect to any transfer of any interest in any Series C Preferred Stock other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Certificate of Designations, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(e)          Adjustments. If the Corporation shall at any time effect a subdivision or consolidation of the outstanding shares of Series C Preferred Stock into a greater or lesser number of shares of Series C Preferred Stock (including pursuant to a reorganization, recapitalization, stock dividend, stock split or the like), then upon occurrence of each such event, the applicable Original Issuance Price, Liquidation Preference, Corporation Redemption Price and any other similar value stated herein shall be appropriately amended to provide to such Holders the same economic effect as contemplated by this Certificate of Designations prior to such event.

SECTION 10.         Tag-Along Rights.

(a)          At any time prior to the redemption of all of the issued and outstanding shares of Series C Preferred Stock, if one or more Major Holders (the “Tag-Along Transferor”) proposes to transfer, directly or indirectly, any shares of Series C Preferred Stock held by such Major Holder(s) to an unaffiliated third party (a “Third Party Purchaser”), in a single transfer or a series of related transfers, then the Minority Holder Representative shall have the right (a “Tag-Along Right”) to engage in commercially reasonable efforts to co-market the respective issued and outstanding shares of Series C Preferred Stock held by the relevant minority Holders to the proposed Third Party Purchaser and negotiate the purchase from such Holder, on the same terms and conditions as apply to the Tag-Along Transferor, up to a number of such Holder’s Series C Preferred Stock equal to the number derived by multiplying (A) the total number of shares of Series C Preferred Stock that such Third Party Purchaser has agreed or committed to purchase by (B) a fraction, the numerator of which is the total number of shares of Series C Preferred Stock owned by such other Holder and the denominator of which is the aggregate number of shares of Series C Preferred Stock owned by all Holders who have exercised the Tag-Along Right (including the Tag-Along Transferor).  Nothing in this Section 10 shall prevent the Tag-Along Transferor from agreeing, effecting and/or consummating any transaction with the Third Party Purchaser.

(b)          Each Holder shall bear its pro rata share of the costs of any transaction in which it sells shares of its Series C Preferred Stock pursuant to this Section 10 (based upon the net proceeds received by such Holder in such transaction) to the extent such costs are incurred for the benefit of all Holders and are not otherwise paid by the Corporation or the Third Party Purchaser.

SECTION 11.         Pre-emptive Rights.

(a)          With respect to (i) any issuance by the Corporation of shares of Series C Preferred Stock (“New Series C Preferred Securities”) or (ii) any issuance by the Corporation of shares of Parity Stock or Senior Stock (such securities or rights, “New Preferred Securities” and, together with the New Series C Preferred Securities, the “New Securities”), each Holder may elect to subscribe for and purchase for the issuance price offered by the Corporation such Holder’s pro rata share (based on the relative number of shares of Series C Preferred Stock held by such Holder) of such New Securities.

(b)          The Corporation shall give each Holder fourteen (14) Business Days written notice before making any sale or offering of New Securities and shall advise each Holder of its rights under this Section 11 to participate in such offering; provided that, for the avoidance of doubt, a Holder shall be permitted to fund and consummate such a sale of New Securities with respect to such Holder’s pro rata portion prior the end of such fourteen (14) Business Day-period. The notice shall describe the price and the terms on which the Corporation proposes to sell, transfer, or otherwise distribute the New Securities, together with a calculation of such Holder’s pro rata share of such New Securities. Each Holder will then have ten (10) Business Days after the receipt of the notice to advise the Corporation in writing whether it will exercise its rights hereunder and to deliver payment in full for the shares of New Securities it elects to purchase. If a Holder fails to deliver payment within the requisite time period for the New Securities it elects to purchase, such Holder shall have no further preemptive purchase rights under this Section 11 in connection with such offering of New Securities.

(c)          In addition to circumstances specified in the definition of Senior Stock and subject always to the rights of the Major Holders pursuant to Section 4(b), any issuance of equity securities by any Subsidiary of the Corporation, other than issuances (i) to the Corporation or a wholly owned Subsidiary of the Corporation, (ii) made pursuant to any agreement, instrument or arrangement (A) existing as of the Issue Date, (B) disclosed pursuant to Section 3.19(c) of the Purchase Agreement and (C) listed in the Disclosure Schedules of the Purchase Agreement, (iii) made pursuant to the Purchase Agreement and other Transaction Documents (as defined in the Purchase Agreement), or (iv) in connection with a joint venture arrangement following which the Major Holders and/or any of their respective Affiliates, individually or in the aggregate, do not hold more than 50% of such equity securities, shall be deemed an issuance by the Corporation of Senior Stock to which the pre-emptive rights under this Section 11 shall apply.  For the avoidance of doubt, any one or more capital raises solely involving the issuance, in the aggregate, of up to $62.5 million additional shares of Series C Preferred Stock to ExxonMobil or any of its Affiliates shall not give rise to any pre-emptive rights and any such additional shares of Series C Preferred Stock issued solely to ExxonMobil or any of its Affiliates shall not be deemed to be New Securities for purposes of this Section 11.

SECTION 12.         Other Provisions.

(a)          Annual Operating Budget.  Following the Issue Date, the Company shall maintain a reasonably detailed consolidated annual operating budget (on a month-by-month basis) (the “Annual Operating Budget”).  At least 60 days prior to the end of each fiscal year, the Board shall meet to discuss and approve the Annual Operating Budget for the succeeding year.  In the event that the Board does not approve such proposed Annual Operating Budget within thirty (30) calendar days of its submission to the Board, then (x) the Corporation shall cooperate in good faith with the Board of Directors to incorporate comments or suggestions to the Annual Operating Budget and re-submit an Annual Operating Budget for approval by the Board of Directors and (y) until such time as an Annual Operating Budget for the relevant fiscal year is approved by the Board of Directors, the prior year’s Approved Budget shall be deemed to apply to, and be approved by the Board of Directors for the subsequent fiscal year with a five (5%) percent increase to such prior year’s Approved Budget (which shall exclude any one-time extraordinary capital expenditures provided in such prior year’s Approved Budget).  Following approval of the Annual Operating Budget by the Board of Directors pursuant to this Section 12(a), the Corporation shall submit such Annual Operating Budget for approval by the Major Holders pursuant to Section 4(b)(xvi) (it being acknowledged that such Annual Operating Budget shall be provided only to the Major Holders (and no other Holders) for purposes of such approval).  For purposes of this Certificate of Designation, any budget approved by the lenders under the OpCo Credit Agreement shall be deemed an approval of that portion of the Annual Operating Budget, and shall not require separate approval of the Board of Directors, Preferred Directors, or the Major Holders.

(b)          Use of Proceeds.  Any proceeds received in relation to the Series C Preferred Stock shall only be used for (i) the continued development of the Project and (ii) the production of Camelina as feedstock for renewable diesel refining operations by the Corporation, in accordance with the Approved Budget.

(c)          Transfer.  Any Holder may transfer the Series C Preferred Stock held by it to any of its Affiliates without the prior written consent of the Corporation, and the Corporation shall promptly take all actions necessary to evidence such transfer to the fullest extent permitted by applicable law.  Subject to Section 10, any Holder may transfer the Series C Preferred Stock held by it to a non-Affiliated third party  with the prior written consent of the Corporation, which shall not be unreasonably withheld, conditioned or delayed, and the Corporation shall promptly take all actions necessary to effectuate such transfer.

(d)          Notwithstanding the foregoing, the rights and obligations hereunder that are specific to ExxonMobil are personal to, and solely for the benefit of, ExxonMobil and the Corporation. Such rights and obligations (other than those held by ExxonMobil by virtue of its status as a Major Holder) shall not transfer with Series C Preferred Stock to any non-Affiliated third party without the prior written consent of the Corporation, which shall not be unreasonably withheld, conditioned or delayed.  Any assignment or other transfer in violation of this Section 12(d) shall be void ab initio.

(e)          Cancellation.  Shares of Series C Preferred Stock that have been issued and reacquired by the Corporation in any manner, including shares of Series C Preferred Stock purchased or redeemed or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) upon such reacquisition be automatically cancelled (and be deemed not outstanding) by the Corporation and shall not be reissued, and all rights of the Holder in such shares of Series C Preferred Stock so reacquired, including any rights to dividends, shall cease. 

(f)          Whole Shares.  The shares of Series C Preferred Stock shall be issuable only in whole shares.

(g)          Notices. 

(i)          Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing and shall be given in accordance with this Section 10. 

(ii)         Without limiting the generality of the foregoing, the Corporation shall give written notice to each Holder at least ten (10) Business Days prior to the date on which the Corporation evidences the event in its books and records for determining rights to vote with respect to any matter set out in Section 4(b).

(iii)        All notices shall be deemed received by the addressee: (i) when made, if made by hand delivery; (ii) one (1) Business Day after being deposited with a nationally recognized next-day courier, postage prepaid; (iii) three (3) Business Days after being sent by first-class mail, postage prepaid; or (iv) if sent via email, on the Business Day when such email is received by the intended recipient and receipt is affirmatively acknowledged by email transmittal from the intended recipient. 

(iv)         Notice to any Holder shall be given to the registered address set forth in the Corporation’s records for such Holder.  The Corporation and the Holders may change their addresses by notice by the Corporation to all Holders or any Holder to the Corporation.

(v)          With respect to any notice to a Holder required to be provided hereunder, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such action (assuming due and proper notice to such other Holders) provided that such notice has been properly given to (i) each Major Holder and (ii) the Minority Holder Representative.

(h)          Payments.  Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without interest or additional payment for such delay.  All payments required hereunder shall be made by wire transfer of immediately available funds in United States Dollars to the Holders in accordance with the payment instructions as such Holders may deliver by written notice to the Corporation from time to time.

(i)          Provision of Information.  To the extent not filed with (or furnished to) the SEC and made publicly available on Edgar, the Corporation shall distribute to the Holders copies of all notices, materials, annual and quarterly reports, proxy statements, information statements and any other documents distributed generally to the holders of the Common Stock, at such times and by such method as documents are distributed to such holders of such Common Stock. 

(j)          Secondment.  So long as ExxonMobil holds any Series C Preferred Stock, ExxonMobil shall have the right to nominate up to three (3) secondees into the Corporation or its Subsidiaries; provided, that the positions, duties, responsibilities and other terms and conditions of each secondment shall be subject to the Corporation’s prior written approval.  Upon receipt of such request from ExxonMobil and approval thereof by the Corporation, the Corporation or its Subsidiary (as applicable) shall promptly take all actions necessary to enable each secondment.

(k)          Non-circumvention.  The Corporation hereby covenants and agrees that the Corporation will not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all actions as may be reasonably necessary or appropriate to protect the rights of the Holders.

(l)          Governing Law.  This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (in any jurisdiction). 

(m)          Dispute Resolution.  The Corporation and Holder each agree and acknowledge that any dispute arising out of or related to this Certificate of Designations shall be exclusively adjudicated in the federal courts siting in the United States District Court for the Southern District of New York sitting in the City of New York, Borough of Manhattan, State of New York.  The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designations.  The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate.  The Corporation therefore agrees that, in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to seek specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. 

(n)          Enforceability.  If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, then such provision shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of Designations as so modified continues to express, without material change, the original intentions of the Corporation and the Holders as to the subject matter hereof and the respective expectations of such parties.  The Corporation and the Major Holders shall thereafter replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(o)          Remedies.  The remedies provided in this Certificate of Designations shall be cumulative and in addition to all other remedies available under this Certificate of Designations, at law or in equity, and nothing herein shall limit any Holder’s right to pursue actual and, with respect to any Major Holder, consequential damages for any failure by the Corporation to comply with the terms of this Certificate of Designations and, in the event that any Major Holder pursues any consequential damages for any failure by the Corporation to comply with the terms of this Certificate of Designations, each other Holder shall also have the right to pursue consequential damages for such failure by the Corporation to comply with the terms of this Certificate of Designations.  The Corporation shall provide all information and documentation to a Major Holder or the Minority Holder Representative that is reasonably requested by such Holder to enable such Holder to confirm the Corporation’s compliance with the terms and conditions of this Certificate of Designations, at law or in equity. 

(p)          Attorney’s Fees.  If there occurs any bankruptcy, reorganization, receivership of the Corporation or other proceedings affecting Corporation creditors’ rights and involving a claim under this Certificate of Designations, then the Corporation shall pay the costs incurred by such Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including attorneys’ fees and disbursements.

(p)           Interpretation.  Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof.  The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Certificate of Designations instead of just the provision in which they are found.  Unless expressly indicated otherwise, all section references are to sections of this Certificate of Designations.

(q)          Waiver.  No failure or delay on the part of the Corporation or any Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.  Notwithstanding the foregoing, nothing contained in this Section (q) shall permit any waiver of any provision of Section (o).

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed and attested this [●] day of [●], 2022.

EXHIBIT A

FORM OF SERIES C PREFERRED STOCK

FACE OF SECURITY

THESE SECURITIES HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE FOREGOING LEGEND WILL BE REMOVED AND A NEW CERTIFICATE PROVIDED WITH RESPECT TO THESE SECURITIES UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF GLOBAL CLEAN ENERGY HOLDINGS, INC. (THE “CORPORATION”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.  THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER AND THE CERTIFICATE OF DESIGNATION FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 202 OF THE DELAWARE GENERAL CORPORATION LAW (THE “CERTIFICATE OF DESIGNATION”).  THE TERMS OF THE CHARTER AND THE CERTIFICATE OF DESIGNATION ARE HEREBY INCORPORATED INTO THIS CERTIFICATE BY REFERENCE.

BY ACCEPTANCE HEREOF, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE CORPORATION THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT, AND SHALL CAUSE ITS AFFILIATES NOT TO, DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE CORPORATION.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

Series C Preferred Stock
of
GLOBAL CLEAN ENERGY HOLDINGS, INC.

GLOBAL CLEAN ENERGY HOLDINGS, INC., a Delaware corporation (the “Corporation”), hereby certifies that [________] (the “Holder”) is the registered owner of [      ] fully paid and non-assessable shares of preferred stock, par value $0.001 per share, of the Corporation designated as the Series C Preferred Stock (the “Series C Preferred Stock”).  The shares of Series C Preferred Stock are transferable on the books and records of the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer.  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series C Preferred Stock represented hereby are issued and shall in all respects be subject to the provisions of the Certificate of Designations dated [●], 2022, as the same may be amended from time to time (the “Certificate of Designations”).  Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations.  The Corporation will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Corporation at its principal place of business.

Reference is hereby made to select provisions of the Series C Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, these shares of Series C Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Corporation has executed this certificate this [●] day of [●], 2022.

TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION

These are shares of the Series C Preferred Stock referred to in the within-mentioned Certificate of Designations.

REVERSE OF SECURITY

Dividends on each share of Series C Preferred Stock shall be payable, when, as and if declared by the Board of Directors out of legally available funds as provided in the Certificate of Designations.

The shares of Series C Preferred Stock may be redeemed by the Corporation upon the satisfaction of the conditions and in the manner and according to the terms set forth in the Certificate of Designations.

The Corporation will furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

(Sign exactly as your name appears on the other side of this Series C Preferred Stock Certificate) Signature Guarantee:_______________________¹

EXHIBIT B

OWNERSHIP NOTICE

THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF GLOBAL CLEAN ENERGY HOLDINGS, INC. (THE “CORPORATION”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.  THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER THE CERTIFICATE OF DESIGNATION FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 202 OF THE DELAWARE GENERAL CORPORATION LAW (THE “CERTIFICATE OF DESIGNATION”).  THE TERMS OF THE CHARTER AND THE CERTIFICATE OF DESIGNATION ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE.

IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A SERIES C PREFERRED STOCK OF THE CORPORATION, THEN BY ACCEPTANCE HEREOF, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE CORPORATION THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT, AND SHALL CAUSE ITS AFFILIATES NOT TO, DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE CORPORATION.

IN CONNECTION WITH ANY TRANSFER OF THESE SECURITIES, THE HOLDER OR A DULY AUTHORIZED ATTORNEY OR AN INDIVIDUAL PRESENTING PROPER EVIDENCE OF SUCCESSION, ASSIGNMENT OR AUTHORITY TO TRANSFER THESE SECURITIES WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Corporation listed on Schedule A to this letter.

In addition, please be advised that the Corporation will furnish without charge to each stockholder of the Corporation who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter.  Any such request should be directed to the Secretary of the Corporation.

The shares of capital stock of the Corporation have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Exchange Act or an exemption from the registration requirements of the Exchange Act.

EXHIBIT C

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER OF SERIES C PREFERRED STOCK

This Certificate relates to shares of Series C Preferred Stock held by (the “Transferor”) in*/:

☐            book entry form; or

☐            definitive form.

The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series C Preferred Stock.

In connection with such request and in respect of such Series C Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series C Preferred Stock and that the transfer of this Series C Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */:

Exhibit 3.2

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 SUCH SHARES 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.: [NUMBER]

Original Issue Date: [DATE]

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 that is equivalent to the lesser of (i) 50% of the volume weighted average price per share during the preceding 60 days prior to the Closing Date (as defined in the Purchase Agreement) and (ii) $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.

This Warrant is being issued pursuant to that certain Securities Purchase Agreement, dated as of February 2, 2022, by and between the Company and the Holder (the “Purchase Agreement”), and is the “GCEH Warrant” referred to in the Purchase Agreement.

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.

“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, (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 sales 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).

“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 valuation firm shall be borne by 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.

“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” has the meaning set forth in the preamble.

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

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

“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 the fifth (5th) anniversary of the Original Issue Date 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

(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. Except upon the written consent of the Holders of a majority of all Warrants issued pursuant to the Purchase Agreement, 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.

(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 on the Company’s share register.

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 11 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 SUCH SHARES 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.”

(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).

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, together with the Purchase Agreement, 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. In the event of any inconsistency between the statements in the body of this Warrant and the Purchase Agreement, the statements in the body of this Warrant shall control.

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.

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.

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]

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

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.

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.

Compliance with the Securities Act.

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 11 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 SUCH SHARES 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.”

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:

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.

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.

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.

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.

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).

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.

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.

Entire Agreement. This Warrant, together with the Purchase Agreement, 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. In the event of any inconsistency between the statements in the body of this Warrant and the Purchase Agreement, the statements in the body of this Warrant shall control.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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