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CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
CLEAN ENERGY FUELS, CORP.
Clean Energy Fuels Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation")
does hereby further certify as follows:
FIRST: At a meeting of the Board of Directors of the Corporation held on March 2, 2010, resolutions were duly adopted
setting forth a proposed amendment of the Restated Certificate of Incorporation of the Corporation (the "Restated Certificate"),
declaring said amendment to be advisable and providing that said amendment be submitted to the stockholders of the
Corporation for consideration thereof at the annual meeting of the stockholders of the Corporation to be held on May 26, 2010.
The resolution setting forth the proposed amendment is as follows:
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of Clean Energy Fuels Corp., be amended
by changing Article 4 A. so that, as amended, it shall be and read as follows:
"This corporation is authorized to issue two classes of stock to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of shares of stock which this corporation is authorized to
issue is 150,000,000 shares, 149,000,000 of which shall be Common Stock with a par value of $.0001 per
share, and 1,000,000 of which shall be Preferred Stock with a par value of $.0001 per share."
SECOND: Thereafter, pursuant to the resolution of its Board of Directors, at the annual meeting of the stockholders of
the Corporation held on May 26, 2010, duly called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, the necessary number of shares and shareholders as required by statute and by the
Restated Certificate were voted and voted in favor of the amendment.