This Common Unit Purchase Agreement (this “Agreement”) is dated as of October 1, 2018, by and among NG Advantage LLC, a Delaware limited liability company (the “Company”), Clean Energy, a California corporation (“Clean Energy”), and the other persons and entities (if any) listed on the Schedule of Investors attached hereto as Schedule A (the “Schedule of Investors,” and Clean Energy and each such person or entity, an “Investor,” and Clean Energy and all such persons and entities collectively, the “Investors”)). The Company and each Investor hereby agree as follows:

SECTION 1
AUTHORIZATION, SALE AND ISSUANCE

The Company shall, prior to the Initial Closing (as defined below), authorize the sale and issuance of up to 1,240,789 of the Company’s Common Units (as defined in the Operating Agreement (as defined below)) (the “Units”), which Units shall have the rights, privileges, preferences and restrictions set forth in the Amended and Restated Limited Liability Company Operating Agreement of the Company dated July 14, 2017, as subsequently amended on February 28, 2018 and on or about the date hereof (such amendment dated on or about the date hereof, the “Operating Agreement Amendment,” and such agreement, as so amended to date, the “Operating Agreement”).

Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at a Closing, and the Company agrees to sell and issue to each Investor, the number of Units set forth opposite such Investor’s name on the Schedule of Investors at a cash purchase price of $5.00 per unit (the “Per Unit Purchase Price”, and the Per Unit Purchase Price multiplied by the number of Units purchased by an Investor hereunder, such Investor’s “Purchase Price”). The Company’s agreement with each Investor herein is a separate agreement, and the sale and issuance of the Units to each Investor is a separate sale and issuance.

SECTION 2    
CLOSING AND DELIVERY

The purchase, sale and issuance of the Units being purchased by and sold to Clean Energy (the “Initial Closing”) shall take place on the date hereof at the offices of Clean Energy, located at 4675 MacArthur Court, Suite 800, Newport Beach, California 92660.

(a)The Company shall grant to each Eligible Member (as defined below) the right to purchase up to its Pro Rata Portion of the Units for the Per Unit Purchase Price and on the other terms and conditions of this Agreement (the “Right to Participate”). An Eligible Member’s “Pro Rata Portion” shall equal (i) the ratio of (A) the number of Common Units held by such Eligible Member immediately prior to the Initial Closing to (B) the total number of Common Units outstanding immediately prior to the Initial Closing, multiplied by (ii) 1,870,388. For purposes of this Agreement, (x) the “Eligible Members” shall consist of all holders of Common Units as of the Initial Closing except for: (1) Clean Energy, (2) Tom and Mary Evslin, who have waived any ability to exercise their Right to Participate as a condition to Clean Energy’s entry into this Agreement, and (3) any such holder that is not an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

(b)    As soon as practicable following the Initial Closing, the Company shall deliver to each Eligible Member the disclosure materials in substantially the form attached hereto, and with such changes thereto as the Company and Clean Energy shall reasonably agree (the “Disclosure Materials”), which describe the terms of this Agreement pursuant to which the Units are being issued and sold and certain other information about the Company and the Units. Each Eligible Member shall have twenty (20) days (the “Election Period”) after delivery to such Eligible Member of the Disclosure Materials to deliver to the Company a written notice in substantially the form of the Non-Binding Expression of Intent included in the Disclosure Materials indicating such Eligible Member’s interest in purchasing up to its Pro Rata Portion of the Units (each such interested Eligible Member, an “Interested Member”) and the specific number of Units (up to its Pro Rata Portion) it is interested in purchasing. After the end of the Election Period, the Company shall deliver to each Interested Member a copy of this Agreement, together with a blank counterpart signature page hereto for such Interested Member to sign. Each Interested Member shall have ten (10) days (the “Decision Period”) after delivery to such Interested Member of a copy of this Agreement and such blank counterpart signature page to deliver to the Company such counterpart signature page fully executed by such Interested Member (an Interested Member who so executes and delivers a counterpart signature page hereto, a “Participating Member”). Upon delivering such executed counterpart signature page to the Company, each Participating Member shall become a party to this Agreement and shall thereby have all rights and obligations as an Investor hereunder.

(c)    The purchase, sale and issuance of any Units being purchased by and sold to the Participating Members (the “Subsequent Closing”) shall take place at such specific date and time as the Company and Clean Energy shall determine; provided that the Subsequent Closing shall not occur earlier than the end of the Decision Period or later than thirty-five (35) days after the date of the Initial Closing, at the offices of Clean Energy, located at 4675 MacArthur Court, Suite 800, Newport Beach, California 92660. From and after a Participating Member’s execution and delivery to the Company of its counterpart signature page hereto, (i) each Participating Member that purchases Common Units in the Subsequent Closing shall be considered an “Investor” for purposes of this Agreement, and any Common Units so purchased by such Participating Member shall be considered “Units“ for purposes of this Agreement, and (ii) Schedule A to this Agreement shall be updated by the Company without the consent of any Investor or other party to reflect the number of Common Units purchased in the Subsequent Closing and the Participating Members purchasing such Common Units. As used herein, the term “Closing” shall apply to each closing conducted under this Agreement unless otherwise specified.

SECTION 3    
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite limited liability company power and authority to own and operate its properties and assets, to carry on its business as presently conducted and as proposed to be conducted, to execute and deliver this Agreement, to issue and sell the Units and to perform its obligations pursuant to this Agreement and the Operating Agreement. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company’s condition, assets, properties, operating results, business or prospects, financially or otherwise, as now conducted and as proposed to be conducted (a “Material Adverse Effect”).

(a)    After effectiveness of the Operating Agreement Amendment and immediately prior to the Initial Closing, the authorized units representing Membership Rights (as defined in the Operating Agreement) in the Company (such units referred to herein as “membership units”) will consist of (i) a number of Common Units equal to 5,530,993 plus (A) the number of Units actually issued and sold pursuant to this Agreement, (B) the number of CLNE BP Units (as defined in the Operating Agreement), and (C) the number of Common Units that may be issued or issuable to Clean Energy pursuant to Section 9.1 of this Operating Agreement, of which no Common Units are issued and outstanding, and (ii) 492,418 Series A Preferred Units (as defined in the Operating Agreement), of which 492,418 Series A Preferred Units are issued and outstanding.

(b)    The outstanding Common Units and Series A Preferred Units have been duly authorized and validly issued in compliance with applicable laws, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws, or pursuant to valid exemptions therefrom.

(c)    As of the Initial Closing, the Company has reserved:

(i)    the Units for issuance pursuant to this Agreement;

(ii)    715,847 Common Units authorized for issuance upon conversion of the Series A Preferred Units;

(iii)    Common Units authorized for issuance as CLNE BP Units, in such number as may be issued in accordance with the terms of the BP Unit Issuance Agreement (as defined in the Operating Agreement);

(iv)    314,296 Common Units authorized for issuance to employees, consultants and directors pursuant to the Company’s 2013 Unit Option Plan (the “2013 Plan”), under which options to purchase 229,796 Common Units are outstanding as of the date of this Agreement (the “Outstanding Options”); and

(v)    299,220 Common Units authorized for issuance pursuant to certain warrants to purchase Common Units of the Company that are outstanding as of the date of this Agreement (the “Outstanding Warrants”).

(d)    The Units, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Units will be free of any liens or encumbrances, other than any liens or encumbrances created by the Investor purchasing such Units; provided, however, that the Units are subject to restrictions on transfer under U.S. state and/or federal securities laws and as set forth herein, in the Operating Agreement and in the Amended and Restated Right of First Offer and Co-Sale Agreement, dated as of October 14, 2014, among the Company, Clean Energy and the additional individuals and entities listed on Exhibit A and Exhibit B thereto (the “Right of First Offer and Co-Sale Agreement”). Except as set forth in the Operating Agreement or the Right of First Offer and Co-Sale Agreement, the Units are not subject to any preemptive rights or rights of first offer.

(e)    Except for the rights provided pursuant to the Operating Agreement, the Right of First Offer and Co-Sale Agreement or as otherwise described in this Agreement, the Outstanding Options and the Outstanding Warrants, there are no options, warrants, other rights (including conversion or preemptive rights) or agreements to purchase any of the Company’s authorized and unissued membership units.

The Company has exercised reasonable care, in accordance with the rules and guidance of the SEC to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate of the Company; any director, executive officer, other officer participating in the offering of the Units, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Units; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Units (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any such Solicitor.

SECTION 4    
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

(a)    The Investor has all requisite power (if the Investor is an entity) or legal capacity (if the Investor is a natural person) and authority to execute and deliver this Agreement and to perform its obligations pursuant to this Agreement. If the Investor is an entity, all corporate or other applicable action on the part of such Investor necessary for the authorization, execution, delivery and performance of this Agreement by such Investor, and the performance of all of such Investor’s obligations under this Agreement, has been taken or will be taken prior to the Closing in which such Investor purchases Units hereunder.

(b)    This Agreement, when executed and delivered by the Investor, will constitute the valid and legally binding obligation of such Investor, enforceable in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies or by general principles of equity.

(c)    No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with any court, governmental authority or third party on the part of the Investor is required in connection with the valid execution and delivery of this Agreement by such Investor or the performance by such Investor of its obligations under this Agreement

SECTION 5    
CONDITIONS TO INVESTORS’ OBLIGATIONS TO CLOSE

SECTION 6    
CONDITIONS TO COMPANY’S OBLIGATION TO CLOSE

SECTION 7    
MISCELLANEOUS

Except as expressly provided herein, neither this Agreement nor any term hereof may be amended or waived other than by a written instrument signed by the Company and Investors holding a majority of the Common Units issued pursuant to this Agreement (which, in all cases, shall include Clean Energy); provided, however, that if any amendment or waiver operates in a manner that treats any specific Investor differently than other similarly situated Investors, the consent of such Investor shall also be required for such amendment or waiver. Any such amendment or waiver effected in accordance with this Section 7.1 shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised) and each future holder of all such securities. Each Investor acknowledges that by the operation of this Section 7.1, the holders of a majority of the Units issued pursuant to this Agreement and then outstanding will have the right and power to diminish or eliminate all rights of such Investor under this Agreement.

(a)    if to Clean Energy, to the attention of the Sr. Vice President, Corporate Transactions, and Chief Legal Officer of Clean Energy at 4675 MacArthur Court, Suite 800, Newport Beach, California 92660, or at nate.jensen@cleanenergyfuels.com (email address), and if to any other Investor, to the Investor’s address or electronic mail address as shown in the Company’s records, as may be updated in accordance with this Section 7.2; and

(b)    if to the Company, to the attention of the Chief Executive Officer of the Company at 480 Hercules Drive, Colchester, Vermont 05446, or at rbiasetti@ngadvantage.com (email address).

(a)    The representations, warranties, covenants and agreements made in this Agreement shall survive the execution and delivery of this Agreement and each Closing and shall in no way be effected by any investigation made by or on behalf of any party hereto.

(b)    The Company shall indemnify and hold harmless each Investor and each of its directors, officers, stockholders, affiliates, agents and representatives from and against and in respect of any and all actions, causes of action, suits, proceedings, claims, appeals, demands, assessments, judgment, losses, damages, liabilities, interest, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection therewith), resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of any representation, warranty, covenant or agreement of the Company made in this Agreement or any certificate or other instrument delivered by or on behalf of the Company pursuant hereto or in connection with the transactions contemplated hereby or thereby.

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