EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • California
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of January 1, 2006 by and between Clean Energy Fuels Corp., a Delaware corporation ("Employer"), and Richard R. Wheeler ("Employee").
INLAND KENWORTH, INC. BUYERS ORDER & PURCHASE AGREEMENTPurchase Agreement • September 6th, 2006 • Clean Energy Fuels Corp.
GUARANTEEClean Energy Fuels Corp. • September 6th, 2006 • New York
GUARANTEE, dated as of March 28, 2006, by Sempra Energy, a California corporation (the "Guarantor"), in favor of Clean Energy (the "Counterparty").
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTAdoption Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • Delaware
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment"), entered into as of August 8, 2006, among CLEAN ENERGY FUELS CORP., formerly ENRG, Inc., a Delaware corporation (the "Company"), and the undersigned equity holders of capital stock of the Company.
GUARANTEEClean Energy Fuels Corp. • September 6th, 2006 • New York
GUARANTEE, dated as of March23, 2006, by Boone Pickens, an individual residing in the State of Texas (the "Guarantor"), in favor of Sempra Energy Trading Corp. (the "Counterparty").
STOCK PURCHASE AGREEMENT AMONG PFCeFUELS, INC., and THE SHAREHOLDERS OF BCG eFUELS, INC., a British Columbia corporation and THE SHAREHOLDERS OF PICKENS FUEL CORP., a California corporation dated as of June 13, 2001Stock Purchase Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • Delaware
THIS STOCK PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY CLEAN ENERGY FUELS CORP. (FORMERLY PFCEFUELS, INC., "CLEAN ENERGY") IN FAVOR OF THE SHAREHOLDERS OF PICKENS FUEL CORP. ("PFC") AND THE SHAREHOLDERS OF BCG EFUELS, INC. ("EFUELS"), BY BC Gas, Inc. ("BC Gas") and Westport Innovations Inc. ("Westport") IN FAVOR OF CLEAN ENERGY and the SHAREHOLDERS OF PFC, BY Alan P. Basham ("Basham") IN FAVOR OF CLEAN ENERGY AND THE SHAREHOLDERS OF PFC AND BY THE SHAREHOLDERS OF PFC IN FAVOR OF CLEAN ENERGY AND THE SHAREHOLDERS OF EFUELS. NO PERSON, OTHER THAN THE PARTIES TO THE AGREEMENT, ARE ENTITLED TO RELY ON THE REPRESENTATIONS CONTAINED IN THE PURCHASE AGREEMENT. THE PURCHASE AGREEMENT IS FILED IN ACCORDANCE WITH THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION AS A MATERIAL PLAN OF ACQUISITION, AND IS INTENDED BY CLEAN ENERGY FUELS CORP. SOLELY AS A RECORD OF THE AGREEMENT REACHED BY THE PARTIES THERETO. THE FILING
LETTERHEAD]Clean Energy Fuels Corp. • September 6th, 2006
This letter will serve to amend our fetter agreement of October 15, 2003 between you and the Company for service you have provided with respect to certain of our gas related costs and tariffs. This letter will also outline additional compensation to you as you begin service as the Company's Chairman of the Board, effective May 6, 2005. Beginning in May 2005, you will be compensated as follows:
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • Texas
This Investment Advisory Agreement (the "Agreement") is entered into as of this 24th day of July, 2006 between Clean Energy Fuels Corp., a Delaware corporation ("Client") and BP Capital LP, a Texas limited partnership ("Advisor").
STOCK PURCHASE AND BUY-SELL AGREEMENTStock Purchase and Buy-Sell Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • Delaware
THIS STOCK PURCHASE AND BUY-SELL AGREEMENT (the "Agreement"), is entered into as of February 1, 2006, by and among (i) Clean Energy Fuels Corp., a Delaware corporation (the "Company"), (ii) Boone Pickens ("Pickens"), (iii) Pickens Grandchildren's Trust U/D/T 11/30/99 (the "BPG Trust"), (iv) Perseus ENRG Investment, L.L.C., a Delaware limited liability company ("Perseus"), (v) Westport Innovations Inc., an Alberta corporation ("Westport"), (vi) Alan P. Basham ("Basham") and (vii) the undersigned investor (the "Investor"). Pickens and BPG Trust are collectively referred to as the "Pickens Stockholders" and individually as a "Pickens Stockholder," Perseus, Westport and Basham are collectively referred to as the "Non-Pickens Stockholders" and individually as a "Non-Pickens Stockholder," and the Pickens Stockholders and the Non-Pickens Stockholders are collectively referred to as the "Stockholders" and individually as a "Stockholder".
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and is effective as of December 31, 2002, by and between ENRG, Inc., a Delaware corporation (the "Company"), and the equity security holders of the Company as identified on Schedule A hereto the "Holders").
