Investment Agreement dated November 26, 2017, by and between Clean Energy and Landi Renzo S.p.A

(LR, and CE, together, the “Parties” and each a “Party”).

(the “Transaction”);

“2016 CE Compression Financial Statements” means the consolidated financial statements of CE Compression (on a pro-forma basis to exclude IMW CNG Bangladesh Ltd and the IM08 fueling business) relating to the period from January 1, 2016 through December 31, 2016, a copy of which is attached hereto under Schedule 0.1.

2    “2016 SAFE Financial Statements” means the financial statements of SAFE relating to the period from January 1, 2016 through December 31, 2016, approved by the SAFE’s shareholders’ meeting on April 27, 2017, audited by PricewaterhouseCoopers S.p.A. and a copy of which was made available in the LR Data Room.

3    “2016 SAFE SG Financial Statements” means the financial statements of SAFE SG relating to the period from January 1, 2016 through December 31, 2016, approved by the competent corporate body of SAFE SG on June 30, 2017, audited by Raffles Pac and a copy of which was made available in the LR Data Room.

4    “Affiliate” means with respect to any Person, an individual, corporation, partnership, firm, association, unincorporated organization or other entity, directly or indirectly, Controlling, Controlled by or under common Control with such Person.

5    “Agreement” has the meaning provided in the Preamble.

6     “Anticorruption Law” means laws, regulations or orders relating to anti-bribery or anticorruption (governmental or commercial), which apply to the business of SAFE, SAFE SG, CE Compression or any Compression Subsidiary, such as, without limitation, Articles 318, 319, 319 ter, 320 and/or 321 of the Italian Criminal Code, Decree 231, the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time, and all national and international anti-bribery or anticorruption Laws enacted or otherwise applicable in the Italian Republic or in the jurisdiction of any of NewCo, SAFE, SAFE SG, CE Compression or any Compression Subsidiary.

7    “Antitrust Laws” means all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time governing the conduct of any Person in relation to restrictive or other anti-competitive agreements or practices (including cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), abuse of dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers.

8    “Bond” means the regulation of the bond issued by LR on 9 April 2015.

9    “Bond and Financing Consent” has the meaning provided in Paragraph 3.1(d)(vii).

10    “Business Day” means any weekday, excluding Saturdays, Sundays and public holidays in Milan, Italy or in California, USA.

11    “Capital Increase” has the meaning provided in Paragraph 3.1(a).

12    “Capital Increase CE Portion” has the meaning provided in Paragraph 3.1(a)

13    “Capital Increase LR Portion” has the meaning provided in Paragraph 3.1(a).

14    “CE” has the meaning provided in the Preamble.

15    “CE Combination” means the amalgamation between CE Compression and Clean Energy Compression that CE may carry out, at its discretion, prior to Closing, it being understood that the amalgamation process shall be at own costs of CE and that neither CE Compression nor Clean Energy Compression shall suffer any disbursement and/or cost as a consequence thereof.

16    “CE Compression” has the meaning provided in Recital (E).

17    “CE Compression Accounting Principles” means the US general accepted accounting principles.

18    “CE Data Room” has the meaning provided in Recital (J).

19    “CE Due Diligence Materials” has the meaning provided in Recital (J).

20    “CE Group” means CE and all the companies and entities (other than the Compression Group Companies) directly or indirectly Controlling, Controlled by, or under the common Control, of CE.

21    “CE Group Company” means each and any company or entity which is part of the CE Group.

22    “CE Indemnification Obligations” has the meaning provided in Section 9.1.

23    “CE Knowledge” means the actual knowledge of the following directors and executives of CE, CE Compression, the CE Group Companies and the other Compression Group Companies: Mitchell W. Pratt and Bart Frabotta.

24    “CE Quota” has the meaning provided in Paragraph 2.2(a).

25    “CE Resignation Letters” has the meaning provided in Recital 3.1(e)(vii).

26    “CE Warranties” has the meaning provided in Section 7.1.

27    “CEC Articles” means the articles of CE Compression (or Compression MergeCo as the case may be) to be adopted by CE Compression (or Compression MergeCo as the case may be), prior to or on the Closing Date, which will be agreed between the Parties and which shall reflect the provisions of the Quotaholders’ Agreement to the maximum extent permitted under applicable Laws.

28    “CEC Shares” has the meaning provided in Recital (H).

29    “Claim” has the meaning provided in Section 10.1.

30    “Claimant” has the meaning provided in Section 10.2.

31    “Clean Energy Compression” has the meaning provided in Recital (F).

32    “Closing” means the subscription of the Capital Increase by CE and LR in accordance with the provisions of this Agreement, the actions and transactions under Section 5.2, and in general, the execution and exchange of all documents and agreements and the performance and consummation of all obligations and transactions, respectively required to be executed,

exchanged, performed and consummated on the Closing Date (as defined below) pursuant to this Agreement.

33    “Closing Date” means the earlier of:

any other date which may be agreed upon in writing by the Parties.

34    “CM Shares” has the meaning provided in Section 2.1(b).

35    “Code” means the Italian Civil Code, as approved by the Royal Decree, dated March 16, 1942, no. 262, as subsequently amended.

36    “Compression Accounts” means the consolidated financials (including balance sheet, income statement, and cash flow statement, but excluding footnotes and integrative and explanatory notes) of CE Compression as at September 30, 2017 (on a pro-forma basis to exclude IMW CNG Bangladesh Ltd and the IM08 fueling business), prepared in accordance with the CE Compression Accounting Principles (but for the exclusion of footnotes and integrative and explanatory notes) and in consistency with the 2016 CE Compression Financial Statements, related to the period from January 1, 2017 to September 30, 2017, a copy of which is attached hereto under Schedule 0.2.

37    “Commercial Agreement” means the commercial agreement to be entered into by and between NewCo and CE at Closing, that the Parties will negotiate in good faith and reflecting the terms and conditions set forth in the term sheet attached hereto as Schedule 0.3.

38    “Compression Agents” has the meaning provided in Section 7.24.

39    “Compression Business” means the business activities of the Compression Group Companies, as carried out as of the date hereof.

40    “Compression Benefit Plans” means the benefit plans of the Compression Group Companies made available in the CE Data Room.

41    “Compression CoC Agreement” means the Lease Agreement between Clean Energy Compression and Legacy Pacific Land Corporation dated August 16, 2017.

42    “Compression CoC Waiver” has the meaning provided in Section 3.1(e)(iv).

43    “Compression Debts” means any and all amounts, whether accrued or not accrued, due or owed by any Compression Group Company to their Related Parties (other than any other Compression Group Company), CE and/or any CE Group Company, and/or any of the CE’s and/or any CE Group Company’s Affiliates other than any other Compression Group Company (including, without limitation, interest, whether payable, accrued or not accrued, and principal amounts) listed in, and in the amounts, as of the Reference Date specified in the Compression Accounts and indicated under Schedule 0.4.

44    “Compression Employees” has the meaning provided in Section 7.13.

45    “Compression Financials” means, as the case may be, the 2016 CE Compression Financial Statements or the Compression Accounts.

46    “Compression Financing Agreements” has the meaning provided in Section 7.21.

47    “Compression Group” has the meaning provided in Recital (G).

“Compression Group Companies” means CE Compression and all the Compression Subsidiaries, including Clean Energy Compression and, following the CE Combination, Compression MergeCo.

48    “Compression Group Representative” means any of CE Compression, any Compression Subsidiary or any director, officer, employee, or any other Person duly authorized to act on behalf of the foregoing (individually and collectively).

49    “Compression Insurance Polices” has the meaning provided in Section 7.19.

50    “Compression Intragroup Agreements” means the agreements in force at the date hereof and entered into (i) between the Compression Group Companies, (ii) between the Compression Group Companies, on one side, and any CE Group Company and/or CE, on the other side, and/or (iii) between the Compression Group Companies, on one side, and any Affiliates of any CE Group Company and/or CE, on the other side.

51    “Compression Lease Agreements” has the meaning provided in Section 7.12.

52    “Compression Material Adverse Effect” means any change, event or effect that is actually, or could reasonably be expected to be, materially adverse to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, regulatory position, business, operations or results of operations of the Compression Group and the Compression Business, taken as a whole, provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and that none of the following shall be taken into account in determining whether there has been or will be, a Compression Material Adverse Effect: (i) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to the announcement or pendency of the Transaction (including any cancellation of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships); (ii) any adverse change, effect, event, occurrence, state of facts or development after the date hereof, attributable to conditions affecting any of the

industries as a whole in which the Compression Group participates, the economy of the United States of America or of Canada, as a whole or any of the foreign economies as a whole in any locations where the Compression Group has material operations or sales; or (iii) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to compliance with the terms of this Agreement, except in each case under (i), (ii), and (iii), to the extent that the events under (i), (ii), and (iii) have not had a disproportionate impact on the Compression Group and the Compression Business relative to other companies in the industries in which the Compression Business is carried on.

53    “Compression Material Contracts” means the material commercial contracts entered into by any Compression Group Company having a yearly value higher than USD 100,000.00 (one hundred thousand/00).

54    “Compression MergeCo” means the company resulting from the CE Combination.

55    “Compression Permits” has the meaning provided in Paragraph 7.7.

56    “Compression Real Properties” has the meaning provided in Section 7.12.

57    “Compression Receivables” means any and all receivables, whether accrued or not accrued, of any Compression Group Company vìs-à-vìs their Related Parties, CE and/or any CE Group Company (other than any other Compression Group Company), and/or any of the CE’s and/or any CE Group Company’s Affiliates other than any other Compression Group Company (including, without limitation, interest, whether payable, accrued or not accrued, and principal amounts) listed in, and in the amounts, as at the Reference Date, specified in the Compression Accounts.

58    “Compression Related Party Agreements” means the agreements, other than the Compression Intragroup Agreements, in force at the date hereof and entered into (i) between the Compression Group Companies, on one side, and any of their Related Parties, and (ii) between the Compression Group Companies, on one side, and any CE Group Company’s and/or CE’s Related Parties, on the other side.

59    “Compression Shares” has the meaning provided in Recital (I).

60    “Compression Subsidiaries” has the meaning provided in Recital (G).

61    “Compression Subsidiary” has the meaning provided in Recital (G).

62    “Conditions Precedent” has the meaning provided in Paragraph 4.1.

63    “Control” (including the terms “Controlled by” and “under Common control of”) means control as defined by section 2359, paragraphs 1 and 2 of the Code.

64    “Decree 231” means the Legislative Decree no. 231 dated June 8, 2001, as subsequently amended.

65    “Direct Claim” has the meaning provided in Section 10.2.

66    “Directors Resignation Letters” has the meaning provided in Paragraph 3.1(d)(ix).

67    “Encumbrances” means any security interest, mortgage, lien, easement, usufruct, charge (whether fixed or floating), pledge, encumbrance, option, power of sale, right of first refusal or first offer or other third party rights, rights of pre-emption, right to acquire, transfer restriction, assignment (including by way of security), retention of title, escrow or trust arrangement for the purposes of providing security, defect of title or other similar restriction and any agreement to create any of the foregoing.

68    “Environmental Contamination” means any pollutants, contaminants or other Hazardous Materials (as defined below) that are existing in the soil, groundwater or surface water of the properties operated by SAFE, SAFE SG, CE Compression and/or any Compression Subsidiary (as applicable) and are required to be cleaned up or removed pursuant to Environmental Laws (as defined below) applicable at the locations operated by or to the activities of SAFE, SAFE SG, CE Compression and/or any Compression Subsidiary (as applicable).

69    “Environmental Laws” means all statutes, laws, rules, regulations or ordinances concerning environmental, health and safety, and risk prevention matters applicable in the Italian Republic including: safety and hygiene at work provisions, emissions, discharges, waste management or releases of pollutants, contaminants or Hazardous Materials (as defined below) into the environment or otherwise relating to the manufacture, processing, storage, transport or disposal of Hazardous Materials as interpreted and enforced by the competent authorities on the date hereof.

70    “Financial Statements” means each and any of the Compression Financials and/or SAFE Financials (as applicable).

71    “Financing” means the agreement entered into by and among LR, SAFE, Lovato Gas S.p.A., A.E.B. S.p.A., Eighteen Sound S.r.l., Sound&Vision S.r.l., Emmegas S.r.l., UniCredit Bank AG, Banca Monte dei Paschi di Siena S.p.A., Banca Nazionale del Lavoro S.p.A., Banco BPM S.p.A., Banca Popolare di Vicenza S.p.A., BPER Banca S.p.A., Credit Agricole Cariparma S.p.A., Cassa di Risparmio di Bologna S.p.A., Cassa di Risparmio del Veneto S.p.A. e UniCredit S.p.A. on March 27, 2017, as further amended, also disclosed in the LR Data Room.

72    “Governmental Authority” means any (a) nation, region, state, country, city, town, village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) department, agency or instrumentality of a foreign or other government, including any state-owned or controlled entity, (d) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (e) public international organization or multinational organization or (f) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

73    “Government Official” means (i) any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, (ii) any political party or party official or candidate for political office, or (iii) any company, business, enterprise or other entity owned, in whole or in part, or controlled by any Person described in the foregoing clauses (i) or (ii) of this definition.

74    “Hazardous Material” means any substance, chemical or waste (including asbestos, polychlorinated biphenyls (PCBs) and petroleum) that is (even if not expressly or specifically) designated or defined as hazardous, toxic or dangerous, or as pollutant or contaminant, in any applicable law, code or ordinance and all rules and regulations promulgated there under, because of any of the business activities of the SAFE, SAFE SG, CE Compression and/or any Compression Subsidiary or of applicable Laws.

75    “Hold Harmless Letters” has the meaning provided in Paragraph 3.1(g).

76    “Indemnification Event” has the meaning provided in Section 10.2.

77    “Indemnifying Party” has the meaning provided in Section 10.2.

78    “Intellectual Property” means (i) all trademarks, trade dress, service marks, trade names, domain names and brand names; (ii) all copyrights and all other rights associated therewith; (iii) all patents and all proprietary rights associated with patents; (iv) all contracts or agreements granting any right, title or license under the intellectual property rights of any third party; (v) all inventions, computer software, trade secrets, websites, royalty rights, and employee covenants and agreements respecting intellectual property; and (vi) all registrations of any of the foregoing, all applications therefor.

79    “Interim Management Period” has the meaning provided in Paragraph 3.2(a).

80    “Italian Criminal Code” means the Italian Criminal Code, as approved by the Royal Decree, dated October 19, 1930, no. 1398, as subsequently amended.

81    “Laws” means all Italian or foreign applicable treaties, directives, laws, decrees, rules, regulations, instructions, orders, circulars, codes and usual customs and practices, as well as applicable decisions, orders, injunctions, instructions and recommendations of competent authorities.

“Long Stop Date” has the meaning provided in Section 4.3.

82    “Loss” means, in relation to any matter, any and all direct and actual loss and/or loss of profit, pursuant to and in accordance with Article 1223 of the Code, relating to that matter.

83    “LR” has the meaning provided in the Preamble.

84    “LR Data Room” has the meaning provided in Recital (K).

85    “LR Due Diligence Materials” has the meaning provided in Recital (K).

86    “LR Group” has the meaning provided in Recital (D).

87    “LR Group Company” has the meaning provided in Recital (D).

88    “LR Indemnification Obligations” has the meaning provided in Section 8.1.

89    “LR Knowledge” means the actual knowledge of the following directors and executives of LR, SAFE, SAFE SG and the other LR Group Companies: Cristiano Musi, Paolo Cilloni, Luciano Dell’Omo, Giovanni Maccini, Enrico Gardani, Claudia Dall’Aglio, Davide Norelli and Jonas Giuliani.

90    “LR Quota” has the meaning provided in Paragraph 2.2(a).

91    “LR Warranties” has the meaning provided in Section 6.1(a).

92    “Material Breach of the CE Warranties” means a breach of:

93    in each case, except for breaches that do not, and would not reasonably be expected, to cause, individually or in aggregate, a Loss for any of LR, NewCo, SAFE, SAFE SG, CE Compression and/or any Compression Subsidiary, higher than Euro 2,500,000.00 (two million five hundred thousand/00).

94    “Material Breach of the LR Warranties” means a breach of:

95    in each case, except for breaches that do not, and would not reasonably be expected, to cause, individually or in aggregate, a Loss for any of CE, NewCo, SAFE, SAFE SG, CE Compression and/or any Compression Subsidiary, higher than Euro 2,500,000.00 (two million five hundred thousand/00).

96    “NewCo” has the meaning provided in Recital (M).

97    “NewCo By-Laws” means the by-laws of NewCo to be adopted by NewCo, prior to or on the Closing Date, which will be agreed between the Parties and which shall reflect the provisions of the Quotaholders’ Agreement to the maximum extent permitted under applicable Laws.

98    “Notary” has the meaning provided in Paragraph 5.1.

99    “Notice of Claim” has the meaning provided in Section 10.2.

100    “Parties” has the meaning provided in the Preamble.

101    “Party” has the meaning provided in the Preamble.

102    “Person” means any individual, corporation, partnership, firm, association, unincorporated organization, trust or other entity.

103    “Purpose” has the meaning provided in Section 3.3.

104    “Quotaholders’ Agreement” means the quotaholders’ agreement to be entered into at Closing, in accordance with the terms and conditions of this Agreement, by and between LR and CE, substantially in the form set out in Schedule 0.5, concerning, inter alia, the corporate governance of NewCo, SAFE, SAFE SG, CE Compression and the other NewCo Group Companies (as defined therein).

105    “Reference Date” means September 30, 2017.

106    “Related Party(ies)” has the meaning set forth by the international accounting principle concerning the disclosure of related parties transactions (IAS n. 24), as adopted pursuant to the procedure set forth under Section 6 of the Regulation (EC) no. 1606/2002.

107    “Rules” has the meaning provided in Section 13.8.

108    “SA Resignation Letters” has the meaning provided in Paragraph 3.1(d)(viii).

109    “SAFE” has the meaning provided in Recital (A).

110    “SAFE Accounts” means the financials (including balance sheet, income statement, cash flow statement, but excluding footnotes and integrative and explanatory notes) of SAFE as at September 30, 2017, approved by the sole director of SAFE on October 30, 2017 prepared in

accordance with the SAFE Accounting Principles (but for the exclusion of footnotes and integrative and explanatory notes) and in consistency with the 2016 SAFE Financial Statements, related to the period from January 1, 2017 to September 30, 2017, and a copy of which was made available in the LR Data Room.

111    “SAFE Accounting Principles” means the Italian accounting principles set out in the Code, as interpreted and supplemented with the accounting principles established by the Italian Chartered Accounts Committee (“Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili”), as revised, supplemented and/or replaced by the Italian Accounting Standards Setter (“Organismo Italiano di Contabilità”) and the accounting principles established by the Italian Accounting Standards Setter (“Organismo Italiano di Contabilità”), consistently applied by SAFE in accordance with past practice.

112    “SAFE Agents” has the meaning provided in Section 6.24.

“SAFE Business” means the business activities of the SAFE Group Companies, as carried out as of the date hereof.

113    “SAFE By-Laws” means the by-laws of SAFE to be adopted by SAFE, on the Closing Date, which will be agreed between the Parties and which shall reflect the provisions of the Quotaholders’ Agreement to the maximum extent permitted under applicable Laws.

114    “SAFE Collective Bargaining Agreements” has the meaning provided in Section 6.13.

115    “SAFE Debt” means any and all amounts, whether accrued or not accrued, due or owed by SAFE Group Company to their Related Parties, LR and/or any LR Group Company, and/or any of the LR’s and/or any LR Group Company’s Affiliates (including, without limitation, interest, whether payable, accrued or not accrued, and principal amounts) listed in, and in the amounts, as of the date hereof, specified under Schedule 0.6.

116    “SAFE Employees” has the meaning provided in Section 6.13.

117    “SAFE Financials” means, as the case may be, the 2016 SAFE Financial Statements, the SAFE Accounts, the SAFE SG Accounts, or the 2016 SAFE SG Financial Statements.

118    “SAFE Financing Agreements” has the meaning provided in Section 6.21.

119    “SAFE Group” has the meaning provided in Recital (B).

120    “SAFE Group Company” has the meaning provided in Recital (B).

121    “SAFE Group Representative” means any of NewCo, SAFE, SAFE SG or any director, officer, employee, or any other Person duly authorized to act on behalf of the foregoing (individually and collectively).

122    “SAFE Insurance Policies” has the meaning provided in Section 6.19.

123    “SAFE Intragroup Agreements” means the agreements in force at the date hereof and entered into (i) between the SAFE Group Companies, (ii) between the SAFE Group Companies, on one side, and any LR Group Company and/or LR, on the other side, (iii) between the SAFE

Group Companies, on one side, and any Affiliates of any LR Group Company and/or LR, on the other side.

124    “SAFE Lease Agreements” has the meaning provided in Section 6.12.

125    “SAFE Material Adverse Effect” means any change, event or effect that is actually, or could reasonably be expected to be, materially adverse to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, regulatory position, business, operations or results of operations of the SAFE Group and the SAFE Business, taken as a whole, provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and that none of the following shall be taken into account in determining whether there has been or will be, a SAFE Material Adverse Effect: (i) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to the announcement or pendency of the Transaction (including any cancellation of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships); (ii) any adverse change, effect, event, occurrence, state of facts or development after the date hereof, attributable to conditions affecting any of the industries as a whole in which the SAFE Group participates, the Italian economy, as a whole or any of the foreign economies as a whole in any locations where the SAFE Group has material operations or sales; or (iii) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to compliance with the terms of this Agreement, except in each case under (i), (ii), and (iii), to the extent that the events under (i), (ii), and (iii) have not had a disproportionate impact on the SAFE Group and the SAFE Business relative to other companies in the industries in which the SAFE Business is carried on.

126    “SAFE Material Contracts” means the material commercial contracts entered into by SAFE and/or SAFE SG related to the SAFE Business having a yearly value higher than USD 100,000.00 (one hundred thousand/00).

127    “SAFE Permits” has the meaning provided in Paragraph 6.7.

128    “SAFE Real Estate Agreement” means the lease agreement entered into by and between Gireimm S.r.l. (as lessor) and SAFE (as lessee) on December 3, 2014.

129    “SAFE Receivables” means any and all receivables, whether accrued or not accrued, of any SAFE Group Company vìs-à-vìs, their Related Parties, LR and/or any LR Group Company, and/or any of the LR’s and/or any LR Group Company’s Affiliates (including, without limitation, interest, whether payable, accrued or not accrued, and principal amounts) listed in, and in the amounts, as of the date hereof, specified under Schedule 0.7.

130    “SAFE Real Properties” has the meaning provided in Section 6.12.

131    “SAFE Related Party Agreements” means the agreements, other than the SAFE Intragroup Agreements, in force at the date hereof and entered into (i) between the SAFE Group Companies, on one side, and any of their Related Parties, and (ii) between the SAFE Group Companies, on one side, and any LR Group Company’s and/or LR’s Related Parties, on the other side.

132    “SAFE SG” has the meaning provided in Recital (B).

133    “SAFE SG Accounting Principles” means Singapore accounting principles issued by the “Accounting and Corporate Regulatory Authority (ACRA)”.

134    “SAFE SG Accounts” means the financials (including balance sheet, income statement, cash flow statement, but excluding footnotes and integrative and explanatory notes) of SAFE SG as at September 30, 2017, approved by the sole director of SAFE on October 30, 2017 prepared in accordance with the SAFE SG Accounting Principles (but for the exclusion of footnotes and integrative and explanatory notes) and in consistency with the 2016 SAFE SG Financial Statements, related to the period from January 1, 2017 to September 30, 2017, and a copy of which was made available in the LR Data Room.

135    “SAFE Shares” has the meaning provided in Recital (C).

136    “Sanctions Laws and Regulations” means any sanctions measures or embargos imposed by the United Nations Security Council, the European Union or other relevant sanctions Authority, to the extent that such sanctions are applicable in the Italian Republic or in the jurisdiction of SAFE, SAFE SG, CE Compression, any Compression Subsidiary, CE and/or LR (as the case may be).

137    “Sanctions Target” means (i) any country or territory that is the subject of country-wide or territory-wide Sanctions Laws and Regulations; or (ii) a Person or entity that is located in or organized under the laws of a country or territory that is identified as the subject of country-wide or territory-wide Sanctions Law and Regulations.

138    “Tax” or “Taxes” means all federal, state or local taxes, social security contributions, fees, levies or other fiscal assessments and duties imposed by any federal, national or local taxing authorities, including all income taxes, transfer taxes (including, without limitation, Italian registration duty), recording, license, withholding, payroll, stamp, occupation and property taxes, excise or custom duties, sale, use, VAT and franchise taxes or other similar fees, assessments and charges, however denominated, together with all interest, penalties, surcharges, additions to tax or additional amounts imposed by any Tax Authority pertaining to the present and past activities, acts, events, omissions or corporate and contractual transactions performed or in any case carried out by and/or in the name or on behalf of any of SAFE, SAFE SG, CE Compression and/or any Compression Subsidiary (as applicable).

139    “Tax Authority” means any competent Governmental Authority in charge of imposing and/or collecting any Tax.

140    “Third-Party Claim” has the meaning provided in Section 10.2.

141    “Third Party Expert” means a Professor of law or an attorney of standing reputation to be appointed by the Parties by mutual agreement or, failing an agreement, to be designated by the Camera Arbitrale Nazionale ed Internazionale di Milano upon request of the Indemnifying Party.

142    “Transaction” has the meaning provided in Recital (M).

143    “TSA” means the transitional services agreement to be entered into by and between LR and NewCo at Closing, which the Parties will negotiate in good faith and reflecting the terms and conditions set forth in the term sheet attached hereto as Schedule 0.8.

good faith, so that upon subscription by both Parties of the Capital Increase, LR will own a quota representing, on a fully diluted basis, 51% of the NewCo’s corporate capital (the “Capital Increase LR Portion”); and

it being understood that the percentages over the entire corporate capital of NewCo of LR Quota and CE Quota as resulting from the subscription of the Capital Increase shall not be subject to any adjustment and/or revision nor shall require any further cash injection by either Party (without prejudice to further post Closing capital increases or extraordinary transactions or as otherwise provided in this Agreement); and

according to its terms and conditions), with no cost or liability for the SAFE Group Companies;

and all liabilities, costs (including legal fees) and damages that may arise as a consequence of any action, suit, claim or litigation brought against them in relation to their offices as directors of CE Compression or Compression MergeCo (as the case may be). It is agreed that the undertakings of CE set out in this Paragraph shall be irrevocable (within the meaning and for the purposes of Article 1411 of the Code) and shall remain in full force and effect until such time when any claim against such directors and statutory auditors (as the case may be and if applicable) is barred by virtue of the expiration of the applicable statute of limitations under applicable Laws. On the Closing Date, CE shall deliver signed letters (the “CE Hold Harmless Letters”) to any directors who will have resigned from office pursuant to Paragraph 3.1(e)(viii) confirming the obligations set out in this Section 3.1(i).

Company, except as required by Law or by the collective bargaining agreements applicable as of the date of this Agreement as well pay any extraordinary bonuses;

to the extent that to do so would be inconsistent with previous practice of any such Compression Group Companies;

It being understood that in any circumstances under Paragraphs (iii), and/or (iv) above, the Party shall inform in writing in advance the other Party of the action to be implemented or carried out.

of doubt, the conversion of any SAFE Group Company to an Italian limited liability company prior to the Closing Date.

During the Interim Management Period, and in order to facilitate, to the maximum extent permitted by the Law, the integration of the SAFE Business and the Compression Business (the “Purpose”), each Party shall procure that the other Party and any person reasonably requested by such Party:

in each case subject to the provisions of Section 13.6 and to the extent permitted by, and subject to any obligations of any Party, or any Compression Group Companies or any SAFE Group Companies, pursuant to applicable Laws.

The obligation of the Parties to effect the Transaction, to subscribe the Capital Increase and their obligation to effect the Closing, and to carry out any of the actions and transactions set forth in Section 5.2 below, are conditional upon the conditions precedent here below (the “Conditions Precedent”) having been satisfied or waived in writing by the Party in the interest of which the Condition Precedent is posed, within the Long Stop Date (as defined below), except for those Conditions Precedent set forth under Sections 4.1(c), 4.1(d), 4.1(e), and 4.1(f), which by their terms shall have to be satisfied or waived on the Closing Date:

The Parties acknowledge and agree that:

Without prejudice to what set forth in Section 4.5, if the Conditions Precedent, except those Conditions Precedent set forth under Sections 4.1(c), 4.1(d), 4.1(e), 4.1(f) and 4.1(g), which by their terms shall have to be satisfied or waived on the Closing Date, are not satisfied in accordance with this Agreement on or before December 29, 2017 (the “Long Stop Date”), this Agreement shall automatically terminate and cease to have effect, except for the provisions provided under Section 1, this Section 4 and Sections 11 and 13, which will remain in full force and binding between the Parties together with any other provision of this Agreement that, in accordance with its terms or its nature, shall survive to the termination of this Agreement or the ceasing of its effects. In the event the Agreement is terminated and ceases to produce any effect pursuant to this Section 4.3, each Party shall be relieved from each and any obligation set forth under this

Agreement and shall have no liability vìs à vìs the other Party, provided, however, that neither the termination of the Agreement nor its ceasing to have effect pursuant to this Section 4.3 shall affect the liability, if any, of either Party in respect of (i) damages for non-performance or delayed performance of any obligation under this Agreement that prevented the Conditions Precedent from being satisfied within the Long Stop Date (except those Conditions Precedent set forth under Sections 4.1(c), 4.1(d), 4.1(e), 4.1(f) and 4.1(g), which by their terms shall have to be satisfied or waived on the Closing Date); (ii) any breach of the relevant obligations under this Agreement, (iii) the relevant obligations set forth in the provisions of this Agreement, which, in accordance with their terms or their nature, shall survive to the termination of this Agreement or the ceasing of its effects.

The Closing shall take place, on the Closing Date, before the Notary Public to be jointly designated by the Parties (the “Notary”), at the Milan office of Studio Legale Associato in associazione con Clifford Chance, located in Milan, Piazzetta Maurilio Bossi no. 3 (or at any other place agreed by the Parties) at a time to be agreed between the Parties, subject to the (i) exact and full compliance by all Parties of each and all of their respective obligations pursuant to this Agreement, and (ii) the fulfillment of the Conditions Precedent (or the waiver in writing of the same).

At the Closing, the Parties shall carry out and perform the following actions and transactions:

circumstances, which were clearly, fairly and specifically disclosed in good faith by LR in the LR Due Diligence Material.

Accordingly, all the disclosures and information mentioned under (i) and (ii) above constitute express exceptions to the LR Warranties and therefore LR shall have no indemnification obligations for any and all circumstances deriving or resulting from any such disclosure and information.

assets, liabilities, the result of operations and the cash flows of SAFE as of December 31, 2016 and for the period referred to therein.

and to the LR Knowledge no such proceedings, investigations or inquiries have been threatened in writing or are pending.

there has not occurred any event that with notice or lapse of time or both would constitute such a default.

The material real properties used or occupied by SAFE and SAFE SG are those described in Schedule 6.12(I) (the “SAFE Real Properties”). SAFE and SAFE SG do not own any material real properties. Apart from the SAFE Real Properties, the SAFE Group Companies do not use any other real property which is material for carrying out their activities or for other purposes. With reference to the SAFE Real Properties:

employee, fixed term employee, temporary worker, agency worker, director or consultant, independent contractor of, or any other person who has rendered or is rendering services in any manner whatsoever to SAFE and/or SAFE SG to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits of any kind (including a promotion or extension of any notice period) or trigger any other obligation under any SAFE Group Company remunerative/benefit/share plan or further allowances/indemnities.

Except as disclosed in Schedule 6.7, to LR Knowledge:

Except as disclosed in Schedule 6.17, There is no pending administrative, arbitral, or judicial, or, to the LR Knowledge, threatened in writing, claim, action, suit, charge, or proceeding against SAFE or SAFE SG.

this Agreement) duly expired with no outstanding or contingent liabilities and/or obligations from either party.

Since the Reference Date to the date hereof, SAFE and SAFE SG have operated their businesses in all material respects in the ordinary course of SAFE Business.

(i) SAFE and SAFE SG have full, good, marketable title to ownership of the assets shown in the SAFE Financials and those acquired by them after the Reference Date; (ii) SAFE and SAFE SG have valid, leasehold interest to the leased assets shown in the SAFE Financials and the leased assets acquired by them after the Reference Date; (iii) the SAFE’s and the SAFE SG’s title to ownership and leasehold interests in their assets are not subject to any Encumbrance for the benefit of third parties.

due with respect to the SAFE Agents have always been regularly paid by SAFE or SAFE SG.

The receivables of any SAFE Group Companies in existence:

Accordingly, all the disclosures and information mentioned under (i) and (ii) above constitute express exceptions to the CE Warranties and therefore CE shall have no indemnification obligations for any and all circumstances deriving or resulting from any such disclosure and information.

date on which such CE Combination is completed (if applicable and if it is completed), any direct reference or implied reference (by referring to the Compression Group Companies or the Compression Subsidiary) contained in the CE Warranties to CE Compression and/or Clean Energy Compression shall be read, construed and interpreted as if it was made to Compression MergeCo, unless the context requires otherwise.

whatsoever have been granted to third parties, which would enable them to purchase or underwrite shares or quotas in the corporate capital of CE Compression and/or of the Compression Subsidiaries.

or exchangeable for shares of capital stock of CE Compression or any Compression Subsidiary, or (c) other commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of CE Compression or any Compression Subsidiary.

and to the CE Knowledge no such proceedings, investigations or inquiries have been threatened in writing or are pending.

The material real properties, owned, used or occupied by CE Compression and the Compression Subsidiaries are those described in Schedule 7.12(I) (the “Compression Real Properties”). Apart from the Compression Real Properties, the Compression Group Companies do not use any other real property which is material for carrying out their activities or for other purposes. With reference to the Compression Real Properties:

Schedule 7.12(II) (the “Compression Lease Agreements”). Each Compression Lease Agreement is a valid and binding agreement between the parties thereof. Each Compression Lease Agreement is in full force and effect, and to the CE Knowledge neither CE Compression, any Compression Subsidiary, nor any party thereto is in default or breach (or is alleged to be in default or breach) under the terms and conditions (including, without limitation, the payment of rents) of, or has provided or received any notice in writing of any intention to terminate, any such Compression Lease Agreement;

enforceable vis-à-vis their Compression Employees and other workers. The Compression Group Companies are not legally bound by, and do not apply, nor are negotiating, nor may be requested or forced to apply, any other collective bargaining agreement (including company/branch collective agreements and company regulations) or labour union contract.

adequate provisions have been created and accounted for in the relevant Compression Financials. All Taxes which are not yet due and payable but which relate to periods ending on or before the Closing have been fully and adequately provided for in all material respects in the books and records of CE Compression and each Compression Subsidiary.

for purposes of the Income Tax Act (Canada). For all transactions between the Compression Group Companies, on the one hand, and any non-resident person with whom a Compression Group Company, as applicable, was not dealing at arm’s length for the purposes of the Income Tax Act (Canada), on the other hand, the CE Compression Group Company, as applicable, has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.

To the CE Knowledge:

Except as disclosed in Schedule 7.17, there is no pending administrative, arbitral, or judicial, or, to the CE Knowledge, threatened in writing, claim, action, suit, charge, or proceeding against CE Compression or any Compression Subsidiary.

Since the Reference Date to the date hereof, the CE Compression and the Compression Subsidiaries have operated their businesses in all material respects in the ordinary course of the Compression Business.

(i) CE Compression and the Compression Subsidiaries have full, good, marketable title to ownership of the assets shown in the Compression Financials and those acquired by them after the Reference Date; (ii) CE Compression and the Compression Subsidiaries have valid, leasehold interest to the leased assets shown in the Compression Financials and the leased assets acquired by them after the Reference Date; (iii) the CE Compression’s and the Compression Subsidiaries’ title to ownership and leasehold interests in their assets are not subject to any Encumbrance for the benefit of third parties.

related to the products or services manufactured, sold, supplied or provided by the relevant Compression Group Company, in accordance with applicable Laws and CE Compression Accounting Principles (as applicable).

The receivables of any Compression Group Companies in existence as of the date of execution of this Agreement:

Subject to the Closing having occurred and subject the conditions and limitations set forth in this Section 8, LR hereby agrees to indemnify and hold, CE, NewCo, SAFE, SAFE SG, CE Compression, or any Compression Subsidiary, harmless from any Loss suffered or incurred directly by CE, NewCo, SAFE, SAFE SG, CE Compression, or any Compression Subsidiary as a result of any breach by LR of the LR Warranties (the “LR Indemnification Obligation”).

relevant Schedules) or if it has been clearly, fairly and specifically disclosed in good faith by LR in the LR Due Diligence Materials and of which CE has knowledge at the date hereof. It being understood that, for the purposes of this Paragraph (i), “knowledge” of CE means the actual knowledge of CE based on actual (and not merely potential) and specific events which were clearly, fairly and specifically disclosed in good faith by LR in the LR Due Diligence Materials;

in obtaining such payment (including those incurred in connection with litigation required therefor, to the extent that such costs and expenses are not recovered from the relevant third party).

As at the date of this Agreement, CE does not have actual knowledge of a breach of any LR Warranties which would entitle CE to make a Claim. It being understood that, for the purposes of this Paragraph, “knowledge” of CE means the actual knowledge of CE, based on actual (and not merely potential) and specific events which were clearly, fairly and specifically disclosed in good faith by LR in the LR Due Diligence Materials or in this Agreement (including the relevant Schedules), of a breach of any LR Warranties.

Subject to the Closing having occurred and subject the conditions and limitations set forth in this Section 9, CE hereby agrees to indemnify and hold, LR, NewCo, SAFE, SAFE SG, CE Compression, or any Compression Subsidiary, harmless from any Loss suffered or incurred directly by LR, NewCo, SAFE, SAFE SG, CE Compression, or any Compression Subsidiary as a result of any breach by CE of the CE Warranties (the “CE Indemnification Obligation”).

reference to the LR Indemnification Obligations shall be grossed up by any Tax payable in relation thereto.

As at the date of this Agreement, LR does not have actual knowledge of a breach of any CE Warranties which would entitle LR to make a Claim. It being understood that, for the purposes of this Paragraph, “knowledge” of LR means the actual knowledge of LR, based on actual (and not merely potential) and specific events which were clearly, fairly and specifically disclosed in good faith by CE in the CE Due Diligence Materials or in this Agreement (including the relevant Schedules), of a breach of any CE Warranties.

The following provisions of this Section 10 shall apply if either Party makes a claim in relation to the LR Indemnification Obligation under Section 8 or the CE Indemnification Obligations under Section 9 (as the case may be) against the other Party under this Agreement (the “Claim”).

In the event that a Party (the “Claimant”) becomes aware of any event, claim, proceeding, circumstance or other matter which may give rise to an indemnification obligation of the other Party (the “Indemnifying Party”) under Section 8 or Section 9 (as the case may be) of this Agreement (the “Indemnification Event”), the Claimant shall give written notice thereof to the Indemnifying Party, under penalty of forfeiture, no later than 30 (thirty) Business Days after the Claimant becomes aware of such Indemnification Event, indicating in reasonable details the Claim which it intends to make, the provisions of the Agreement that are deemed to have been breached, the entity to be indemnified, together with all the reasonably available documentation which may reasonably be deemed necessary for the purposes of enabling the Indemnifying Party to be informed and take all appropriate actions in respect of the Loss subject of the Claim (the “Notice of Claim”). Such Notice of Claim shall further specify whether the Claim arises as a result of a claim by a third-party against the Claimant or any of NewCo, CE Compression, SAFE, SAFE SG or any Compression Subsidiary (the “Third-Party Claim”) or whether the Claim does not so arise therefrom (the “Direct Claim”), and shall also clearly indicate the factual and legal basis for the Claim.

With respect to any Direct Claim, following receipt of the Notice of Claim, the Indemnifying Party shall have 30 (thirty) Business Days to make such investigation of the Claim as it considers reasonably necessary or desirable, and, to this purpose, each Party grants to the other, and cause

to grant, access to all relevant books and records and premises and employees of the Claimant, NewCo, CE Compression, SAFE, SAFE SG or any Compression Subsidiary (as the case may be), to the extent reasonably necessary. Unless the Claimant and the Indemnifying Party agree in writing prior to the expiration of such 30 (thirty) Business Day period upon the validity and amount of such Claim, in which case the Indemnifying Party shall pay to the Claimant or NewCo, CE Compression, SAFE, SAFE SG or any Compression Subsidiary (as the case may be in accordance with Paragraphs 8.2(e) and 9.2(e)) the full agreed amount of the Claim in the following 30 (thirty) Business Days, the relevant Direct Claim shall be settled and defined as provided in Section 13.8. Any indemnification amount due by the Indemnifying Party in relation to a Direct Claim shall be paid exclusively after the issuance of a definitive arbitration award, final decision of the competent Court, or settlement agreement entered into by and between the Indemnifying Party and the Claimant, on the relevant Claim and within 20 (twenty) Business Days after such definitive arbitration award, final decision of the competent Court or settlement agreement to the entity directly affected by the Loss in accordance with Sections 8.2(e) and/or 9.2(e) (as applicable).

In the event of a Third Party Claim, the following shall apply:

the Claimant, but not the Indemnifying Party, is willing to accept, the Claimant, or NewCo, CE Compression, SAFE, SAFE SG or any Compression Subsidiary (as the case may be), shall be entitled to enter into such settlement at it sole discretion; it being understood that in the event that: (i) the Indemnifying Party requests that the Claimant, or to NewCo, CE Compression, SAFE, SAFE SG or any Compression Subsidiary (as the case may be) asks for a Third Party Expert confirmation that the terms and conditions of the settlement are in their best interest, (ii) such an opinion is rendered and does not confirm that the settlement is in the best interest of the above companies, then if any indemnification is due pursuant to the terms and conditions of this Agreement then such indemnification shall be limited to 50% (fifty percent) of its value, subject to the limitations set forth in Sections either 8 or 9 (as the case may be). For the avoidance of doubt it is understood between the Parties that, in case the opinion rendered confirms that the settlement is in the best interest of the Claimant, or NewCo, CE Compression, SAFE, SAFE SG or any Compression Subsidiary (as the case may be), then if any indemnification is due in accordance with the terms and conditions of this Agreement to the Claimant, or NewCo, CE Compression, SAFE, SAFE SG or any Compression Subsidiary (as the case may be) it should be paid for 100% (one hundred percent) of its value, subject to the limitations set forth in Sections either 8 or 9 (as the case may be);

8.2(e) and/or 9.2(e) (as applicable), exclusively after the issuance of a definitive court decision or order or an arbitration award deciding on the Third-Party Claim, or a definitive settlement agreement on the Third-Party Claim (provided that such settlement agreement is entered into with the prior written consent of the Indemnifying Party in compliance with the above provisions), and within 20 (twenty) Business Days after the issuance of such definitive judicial judgement or arbitration award or the execution of such settlement agreement.

The Parties hereby agree the special obligations set forth in Schedule 11.

or to such other Person or contact details as each Party may designate by notice to be sent to the other Parties as set forth in this Paragraph 12.1.

Each Party shall pay its own costs, fees, Taxes and expenses in relation to the negotiation, preparation and implementation of this Agreement.

If any provision of this Agreement becomes void, unenforceable, invalid, illegal or inapplicable, the legality, enforceability, validity and applicability of any other provision of this Agreement shall not be affected or impaired. In such a case, the Parties will negotiate in good faith a substitute and lawful provision to replace the void, unenforceable, invalid, illegal or inapplicable provision which shall comply with the spirit and object of the original provision.

No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Any amendment, waiver or change of this Agreement will require a written agreement executed by the Party against whom enforcement of any such amendment, waiver or change is sought.