Item 1.01. Entry Into a Material Definitive Agreement


            .

On May 19, 2023, certain subsidiaries of Global Clean Energy Holdings, Inc. ("we," "us," "our" and the "Company") entered into Amendment No. 11 to the senior secured term loan Credit Agreement ("Senior Credit Agreement"), by and among BKRF OCB, LLC, as the borrower, BKRF OCP, LLC, as the pledgor, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the Tranche A, Tranche B and Tranche C lenders party thereto ("Amendment No. 11). Pursuant to Amendment No. 11, the Tranche C Commitments under the Senior Credit Agreement were increased from $40 million to $47 million. In addition, the deadline in the Senior Credit Agreement to complete an additional capital raise was extended until June 30, 2023, and the deadlines for implementing certain governance and management related matters were extended until May 31, 2023.

In connection with Amendment No. 11, the Company issued to the lenders, as payment of an amendment and upsize premium, warrants to purchase up to 2,250,000 shares of the Company's common stock, exercisable until December 23, 2028 at an exercise price of $0.075 per share (the "Lender Warrants"). The Company has agreed to register the resale of the shares of common stock underlying the Lender Warrants pursuant to an amendment to that certain registration rights agreement, dated January 30, 2023, by and among the Company and the lenders party thereto (the "Amendment to Registration Rights Agreement").

The foregoing descriptions of Amendment No. 11, the Lender Warrants and Amendment to Registration Rights Agreement are qualified in their entirety by reference to those agreements, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.

The description in Item 1.01 above regarding the Senior Credit Agreement, including Amendment No. 11 thereto, which relates to the creation of a direct financial obligation of certain of the Company's subsidiaries, is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The description in Item 1.01 above regarding the issuance and sale of the Lender Warrants is incorporated herein by reference. The securities were offered and sold by us in a transaction not involving a public offering and in compliance with exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as they were offered and sold to qualified institutional investors and accredited investors only, without a view to distribution, and not by means of any general solicitation or advertisement.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

Exhibit No.                           Description of Exhibit
  10.1          Amendment No. 11 to Credit Agreement, dated as of May 19, 2023, by
              and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels,
              LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the
              administrative agent, and the lenders referred to therein
  10.2          Form of Lender Warrant
  10.3          Registration Rights Agreement Amendment, dated as of May 19, 2023,
              by and among Global Clean Energy Holdings, Inc. and the lenders party
              thereto

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