Amendment to Business Combination Agreement

This filing details Amendment No. 1 to the Business Combination Agreement (BCA) between XCF Global, Inc. (XCF Global), DevvStream Corp. (DevvStream), and Southern Energy Renewables Inc. (Southern Energy), dated September 14, 2026. The amendment adjusts the merger consideration, modifying the pro forma ownership percentages. Specifically, Southern Energy shareholders will now hold approximately 20% of XCF Global shares post-merger (down from 23.3%), while DevvStream shareholders will hold approximately 10.43% (up from 10.0%). XCF Global's existing stockholders will hold approximately 69.57% (up from 66.7%). Several closing conditions have been deleted or modified, including the Minimum Southern Capitalization Condition, the Southern Investment Bank Condition, the XCF Global Revenue Run-Rate Condition, and the Nasdaq Sweden Condition. The requirement for HSR Act clearance has also been removed. The effectiveness of the amendment is conditioned on a $1,000,000 investment by GL in XCF Global. Furthermore, EEME and GL have committed to post-closing funding of at least $4,373,000 within three months and an additional $50,000,000 within twelve months. The Special Meeting of DevvStream Shareholders, initially scheduled for September 10, 2026, has been postponed to September 17, 2026, to allow shareholders more time to review the amendment and supplemental proxy materials. The board of DevvStream has determined the amendment is in the best interest of the company and recommends a "FOR" vote on the relevant proposals.