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
