CLEAN ENERGY FUELS CORP. Common Stock ($0.0001 par value) Second Amended and Restated Equity Distribution Agreement December 21, 2016Equity Distribution 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:
