CLEAN ENERGY FUELS CORP. (a Delaware corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 11, 2010Underwriting Agreement • November 12th, 2010 • Clean Energy Fuels Corp. • Gas & other services combined • New York
Clean Energy Fuels Corp., a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto (the “Offering”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 450,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 3,000,000
4,419,192 Shares of Common Stock and Series I Warrants to Purchase 3,314,394 Shares of Common Stock Series II Warrants to Purchase up to 1,136,363 Shares of Common Stock CLEAN ENERGY FUELS CORP. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • October 29th, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • New York
CLEAN ENERGY FUELS CORP. Common Stock ($0.0001 par value) Second Amended and Restated Equity Distribution Agreement December 21, 2016Terms Agreement • December 21st, 2016 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This Second Amended and Restated Equity Distribution Agreement, dated as of December 21, 2016, amends and restates the Equity Distribution Agreement dated as of November 11, 2015 (the “Original Agreement”), as amended by the Amended and Restated Equity Distribution Agreement, dated as of September 9, 2016 (the “A&R Agreement”), by and between Clean Energy Fuels Corp., a corporation organized under the laws of Delaware, (the “Company”) and Citigroup Global Markets Inc. (the “Manager”). The Company and the Manager confirm their agreement (this “Agreement”) as follows:
LEASE BETWEEN THE IRVINE COMPANY LLC AND CLEAN ENERGYLease • May 8th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • California
THIS LEASE is made as of the 18th day of March, 2013, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and CLEAN ENERGY, a California corporation, hereafter called “Tenant.”
CLEAN ENERGY FUELS CORP. Common Stock ($0.0001 par value) Equity Distribution Agreement June 7, 2021Equity Distribution Agreement • June 7th, 2021 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This Equity Distribution Agreement, dated as of June 7, 2021, by and between Clean Energy Fuels Corp., a corporation organized under the laws of Delaware (the “Company”), and Goldman Sachs & Co. LLC (the “Manager”). The Company and the Manager confirm their agreement (this “Agreement”) as follows:
CLEAN ENERGY FUELS CORP. (a Delaware corporation) 8,200,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • June 26th, 2009 • Clean Energy Fuels Corp. • Gas & other services combined • New York
Clean Energy Fuels Corp., a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto (the “Offering”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,230,000 additional shares of Common Stock to cover overallotments, if any.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 31st, 2015 • Clean Energy Fuels Corp. • Gas & other services combined • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 31, 2015 (the “Restatement Date”) by and between Clean Energy Fuels Corp., a Delaware corporation (“Employer” or the “Company”), and Andrew J. Littlefair (“Employee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • New York
commissions, to be paid by the Underwriters, as the Attorneys, in their sole discretion, shall determine, but at the same price per share at which the Company and all other Selling Stockholders (as defined in the Underwriting Agreement) sell Common Stock to the Underwriters;
TRANSACTION AGREEMENT Dated as of April 16, 2021 by and between CLEAN ENERGY FUELS CORP. and AMAZON.COM, INC.Transaction Agreement • April 19th, 2021 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
This TRANSACTION AGREEMENT, dated as of April 16, 2021 (this “Agreement”), is by and between Clean Energy Fuels Corp., a Delaware corporation (the “Company”), and Amazon.com, Inc., a Delaware corporation (“Amazon”).
CLEAN ENERGY FUELS CORP. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 16, 2013 5.25% Convertible Senior Notes due 2018And • September 16th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • New York
INDENTURE dated as of September 16, 2013 between CLEAN ENERGY FUELS CORP., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
GUARANTEE AND COLLATERAL AGREEMENT made by CLEAN ENERGY, CLEAN ENERGY FUELS CORP., and each of the other Grantors (as defined herein) in favor of STONEPEAK CLNE-L HOLDINGS LP, as Collateral Agent Dated as of December 12, 2023Guarantee and Collateral Agreement • December 13th, 2023 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 12, 2023, is made by CLEAN ENERGY, a California corporation (the “Borrower”), CLEAN ENERGY FUELS CORP., a Delaware corporation (“Parent”), and each of the other undersigned signatories identified on the signature pages hereto as Grantors (together with the Borrower and Parent, the “Grantors”), in favor of STONEPEAK CLNE-L HOLDINGS LP, as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), including the banks and other financial institutions and entities (the “Lenders”) from time to time party to the Senior Secured First Lien Term Loan Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Parent, the Lenders from time to time party t
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • California
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of January 1, 2006 by and between Clean Energy Fuels Corp., a Delaware corporation ("Employer"), and Richard R. Wheeler ("Employee").
Exhibit 99.2 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on...Joint Filing Agreement • December 13th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or her contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or she knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
GROUND LEASEGround Lease • May 24th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • California
GROUND LEASE RECITALS ARTICLE 1. DEFINITIONS ARTICLE 2. DEMISING PROVISIONS ARTICLE 3. RENT ARTICLE 4. USE OF PREMISES ARTICLE 5. PROPERTY TAXES ARTICLE 6. INDEMNITY AND INSURANCE ARTICLE 7. OPERATION, MAINTENANCE AND REPAIR OF THE LNG FACILITY ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS ARTICLE 9. DESTRUCTION ARTICLE 10. CONDEMNATION ARTICLE 11. LESSEE'S DEFAULT ARTICLE 12. LESSOR'S DEFAULT ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR ARTICLE 14. ASSIGNMENT AND SUBLETTING ARTICLE 15. RIGHT OF FIRST REFUSAL ARTICLE 16. FORCE MAJEURE ARTICLE 17. REPRESENTATIONS AND WARRANTIES ARTICLE 18. JOINDER ARTICLE 19. MISCELLANEOUS PROVISIONS TABLE OF CONTENTS
LOAN AGREEMENT between MISSION ECONOMIC DEVELOPMENT CORPORATION and DALLAS CLEAN ENERGY MCCOMMAS BLUFF, LLC Dated as of January 1, 2011 relating to Mission Economic Development Corporation Solid Waste Disposal Revenue Bonds (Dallas Clean Energy...Loan Agreement • May 9th, 2011 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This LOAN AGREEMENT (this “Agreement”) dated as of January 1, 2011, by and between the Mission Economic Development Corporation (the “Issuer”), a constituted authority and non-profit industrial development corporation created and existing under the Development Corporation Act, as amended, Chapter 501, Texas Local Government Code (the “Act”), and Dallas Clean Energy McCommas Bluff, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Borrower”).
LOAN AGREEMENTLoan Agreement • June 18th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
THIS LOAN AGREEMENT (the “Agreement”) is entered into effective June 14, 2013, between T. BOONE PICKENS, an individual (the “Lender”), and CLEAN ENERGY FUELS CORP., a Delaware corporation (the “Borrower” or the “Company”).
NG ADVANTAGE LLC NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 10th, 2020 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
This Note Purchase Agreement (this “Agreement”) is dated as of November 27, 2019, by and between NG Advantage LLC, a Delaware limited liability company (the “Company”), and Clean Energy Finance, LLC, a California limited liability company (“Clean Energy”). The Company and Clean Energy hereby agree as follows:
SENIOR SECURED FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of December 12, 2023 among CLEAN ENERGY, as the Borrower, CLEAN ENERGY FUELS CORP., as Parent, the Lenders from time to time party hereto, and STONEPEAK CLNE-L HOLDINGS LP, as...Senior Secured First Lien Term Loan Credit Agreement • December 13th, 2023 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This SENIOR SECURED FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of December 12, 2023 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among CLEAN ENERGY, a California corporation (the “Borrower”), CLEAN ENERGY FUELS CORP, a Delaware corporation (the “Parent”), the LENDERS from time to time party hereto, and STONEPEAK CLNE-L HOLDINGS LP, as the Administrative Agent for the Lenders and Collateral Agent for the Secured Parties.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2013, is entered into by and between Clean Energy Fuels Corp., a Delaware corporation (the “Company”), Green Energy Investment Holdings LLC (“Green”), and T. Boone Pickens (“TBP” and, together with Green, “Holders”).
Subscription AgreementSubscription Agreement • July 30th, 2010 • Clean Energy Fuels Corp. • Gas & other services combined • New York
The undersigned (the “Investor”) hereby confirms and agrees with Clean Energy Fuels Corp., a Delaware corporation (the “Company”), as follows:
PROMISSORY NOTE (Facility A)Clean Energy Fuels Corp. • August 21st, 2008 • Gas & other services combined
This Note (a) is issued and delivered under that certain Credit Agreement of even date herewith among Borrowers and the Lender (as from time to time supplemented, amended or restated, the “Credit Agreement”), and is the “Facility A Note” as defined therein, (b) is subject to the terms and provisions of the Credit Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement). Payments on this Note shall be made and applied as provided in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to terms used and not defined herein and to the Security Documents for a description of the nature and extent of the secu
CLEAN ENERGY FUELS CORP. Common Stock ($0.0001 par value) Equity Distribution Agreement May 10, 2021Equity Distribution Agreement • May 10th, 2021 • Clean Energy Fuels Corp. • Gas & other services combined • New York
This Equity Distribution Agreement, dated as of May 10, 2021, by and between Clean Energy Fuels Corp., a corporation organized under the laws of Delaware (the “Company”), and Goldman Sachs & Co. LLC (the “Manager”). The Company and the Manager confirm their agreement (this “Agreement”) as follows:
CLEAN ENERGY FUELS CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of the day of , 2006 (the "Agreement"), by and between Clean Energy Fuels Corp., a Delaware corporation (the "Company"), and (the "Indemnitee"), with reference to the following facts:
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined
This Second Amendment (this “Amendment”) is made and entered into this 12th day of December, 2012 (the “Effective Date”), by and between Andrew J. Littlefair (“Employee”) and Clean Energy Fuels Corp., a Delaware corporation (the “Company”) (collectively, the “Parties”).
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
THE OFFER AND SALE OF THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE OR NON-U.S. SECURITIES LAWS. THE SECURITIES ARE BEING OFFERED AND SOLD IN...Equity Option Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • California
THIS OPTION AGREEMENT HAS NOT BEEN FILED WITH OR REVIEWED OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY THE ATTORNEY GENERAL OR SECURITIES AGENCY OF ANY STATE OR NON-U.S. JURISDICTION. NONE OF THE FOREGOING HAS PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE OPTION. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2009 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the "Amendment") made as of March 12, 2009 by and among CLEAN ENERGY FUELS CORP., a Delaware corporation ("CEF"), and CLEAN ENERGY, a California corporation ("Clean Energy"; CEF and Clean Energy together are the "Borrowers"), and PLAINSCAPITAL BANK, a Texas state chartered bank ("Lender").
July 14, 2016Clean Energy Fuels Corp. • July 15th, 2016 • Gas & other services combined
This agreement confirms the terms and conditions under which Clean Energy Fuels Corp. (the “Company”) and (the “Holder”) agree to an exchange of the 7.5% Convertible Note due 2016 (CUSIP 184499 AA9) having an outstanding principal amount of $ (the “Note”) issued by the Company and held by the Holder, for the issuance and delivery and payment, as applicable, by the Company to the Holder of (i) the number of shares of the Company’s common stock (CUSIP 184499 101), par value $0.0001 (the “Common Stock”), set forth herein, and (ii) an aggregate cash amount set forth below (such transaction, the “Exchange”). The Company and the Holder agree as follows:
TERMINATION OF JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Termination Of • November 13th, 2012 • Clean Energy Fuels Corp. • Gas & other services combined
The undersigned hereby terminate the Joint Filing Agreement by and between them dated December 13, 2007 related to filings on Schedule 13D regarding shares of Clean Energy Fuels, Inc. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
NG ADVANTAGE LLC SERIES A PREFERRED UNITS ISSUANCE AGREEMENTSeries a Preferred Units Issuance Agreement • November 2nd, 2017 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
This Series A Preferred Units Issuance Agreement (this “Agreement”) is dated as of July 14, 2017, by and between NG Advantage LLC, a Delaware limited liability company (the “Company”), and Clean Energy, a California corporation (“Clean Energy”). The Company and Clean Energy hereby agree as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF CE DALLAS RENEWABLES LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • August 21st, 2008 • Clean Energy Fuels Corp. • Gas & other services combined
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CE Dallas Renewables LLC (the “Company”), dated August 15, 2008, is made and entered into by and among the Persons listed on the attached Schedule A hereto as Members of the Company and any additional Persons who become Members of the Company in accordance with the provisions of this Agreement.
RETIREMENT AGREEMENTRetirement Agreement • February 26th, 2015 • Clean Energy Fuels Corp. • Gas & other services combined
STOCK PURCHASE AGREEMENT by and among CLEAN ENERGY, a California corporation, BAF TECHNOLOGIES, INC., a Kentucky corporation, and ALL THE SHAREHOLDERS OF BAF TECHNOLOGIES, INC. Dated as of September 23, 2009Stock Purchase Agreement • September 29th, 2009 • Clean Energy Fuels Corp. • Gas & other services combined • California
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of September 23, 2009, by and among Clean Energy, a California corporation (the “Buyer”), BAF Technologies, Inc. (a/k/a Bachman NGV and Bachman AFV), a Kentucky corporation (the “Company”), and Stephen Bachman, Teresa Bachman, John Bacon and William Calvert (collectively, the “Sellers”).
ContractClean Energy Fuels Corp. • August 30th, 2011 • Gas & other services combined • Delaware
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND THIS SECURITY AND ANY SECURITY ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 7th, 2010 • Clean Energy Fuels Corp. • Gas & other services combined
This Amendment to Asset Purchase Agreement (this “Amendment”) dated as of September 7, 2010, by and among Clean Energy, a California corporation (“Clean Energy”), 0884808 B.C. Ltd., a British Columbia corporation and a wholly-owned subsidiary of Clean Energy (“Canadian AcqCo”) and Clean Energy Compression Corp, a British Columbia corporation formerly known as 0884810 B.C. Ltd and a wholly-owned subsidiary of Canadian AcqCo (“Canadian OpCo” and collectively with Clean Energy and Canadian AcqCo, “Purchasers”), on the one hand, and I.M.W. Industries Ltd., a British Columbia Corporation (“Company”), B&M Miller Equity Holdings Inc., a successor by amalgamation to 652322 B.C. Ltd., a British Columbia corporation (“B&M”), Bradley N. Miller, Marion G. Miller and Miller Family Trust (each of Miller Family Trust, Bradley N. Miller and Marion G. Miller, a “Seller” and together, “Sellers”), on the other hand, is entered into with reference to the following facts:
