GROUND LEASEGround Lease • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • California
GROUND LEASE RECITALS ARTICLE 1. DEFINITIONS ARTICLE 2. DEMISING PROVISIONS ARTICLE 3. RENT ARTICLE 4. USE OF PREMISES ARTICLE 5. PROPERTY TAXES ARTICLE 6. INDEMNITY AND INSURANCE ARTICLE 7. OPERATION, MAINTENANCE AND REPAIR OF THE LNG FACILITY ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS ARTICLE 9. DESTRUCTION ARTICLE 10. CONDEMNATION ARTICLE 11. LESSEE'S DEFAULT ARTICLE 12. LESSOR'S DEFAULT ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR ARTICLE 14. ASSIGNMENT AND SUBLETTING ARTICLE 15. RIGHT OF FIRST REFUSAL ARTICLE 16. FORCE MAJEURE ARTICLE 17. REPRESENTATIONS AND WARRANTIES ARTICLE 18. JOINDER ARTICLE 19. MISCELLANEOUS PROVISIONS TABLE OF CONTENTS
CLEAN ENERGY FUELS CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of the day of , 2006 (the "Agreement"), by and between Clean Energy Fuels Corp., a Delaware corporation (the "Company"), and (the "Indemnitee"), with reference to the following facts:
THE OFFER AND SALE OF THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE OR NON-U.S. SECURITIES LAWS. THE SECURITIES ARE BEING OFFERED AND SOLD IN...Equity Option Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • California
THIS OPTION AGREEMENT HAS NOT BEEN FILED WITH OR REVIEWED OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY THE ATTORNEY GENERAL OR SECURITIES AGENCY OF ANY STATE OR NON-U.S. JURISDICTION. NONE OF THE FOREGOING HAS PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE OPTION. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
THIS PURCHASE AND SALE AGREEMENT (THE "PURCHASE AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY Clean Energy Texas LNG, LLC, A SUBSIDIARY OF CLEAN ENERGY FUELS CORP. ("CLEAN ENERGY"), IN FAVOR OF Applied LNG Technologies USA, L.L.C. ("ALT"), Texas LNG, Ltd. ("Texas LNG"), Jack B. Kelley, Inc. ("JBK"), and Fleet Star, Inc. ("Fleet Star," TOGETHER WITH ALT, TEXAS LNG AND JBK, THE "SELLERS"), AND BY THE SELLERS IN FAVOR OF CLEAN ENERGY. NO PERSON, OTHER THAN THE PARTIES TO THE PURCHASE 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 OF THE PURCHASE AGREEMENT IS NOT INTENDED AS A MECHANISM TO UPDATE, SUPERSEDE OR OTHERWISE MODIFY PRIOR DISCLOSURES OF I
LEASE AGREEMENT between BIXBY OFFICE PARK ASSOCIATES, LLC a California limited liability company as "Landlord" and PICKENS FUEL CORP. a California corporation as "Tenant"Part of Lease Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined
Landlord's Address for Notices: Bixby Office Park Associates, LLC c/o Bixby Ranch Company 3010 Old Ranch Parkway, Suite 100 Seal Beach, CA 90740-2150 Attn: Property Management
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • Texas
This Investment Advisory Agreement (the "Agreement") is entered into as of this 9th day of March, 2007 between Clean Energy Fuels Corp., a Delaware corporation ("Client") and BP Capital LP, a Texas limited partnership ("Advisor").
OBLIGATION TRANSFER AND SECURITIES PURCHASE AGREEMENTTransfer and Securities Purchase Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
THIS OBLIGATION TRANSFER AND SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of December 28, 2006, by and between Clean Energy Fuels Corp., a Delaware corporation (the "Company"), and Boone Pickens (the "Purchaser").
AMENDMENT DECEMBER 21, 2004Clean Energy Fuels Corp. • March 27th, 2007 • Gas & other services combined
THIS AMENDMENT, effective this 3rd day of March, 2005, is made and entered into by and between Williams Gas Processing Company ("Williams") and Clean Energy Fuels Corp. ("Clean Energy").
Williams Letterhead]Clean Energy Fuels Corp. • March 27th, 2007 • Gas & other services combined
This letter agreement both verifies certain facts related to the LNG Sales Agreement between Williams Gas Processing Company and Clean Energy Fuels Corp., dated May 23, 2003 as amended on December 21, 2004, ("LNG Agreement"), as well as amends the LNG Agreement.
LNG SALES AGREEMENTLNG Sales Agreement • March 27th, 2007 • Clean Energy Fuels Corp. • Gas & other services combined • Oklahoma
THIS LNG SALES AGREEMENT ("Sales Agreement") is made and entered into this 23rd day of May 2003 by and between WILLIAMS GAS PROCESSING COMPANY ("Williams") and Clean Energy Fuels Corp. ("Clean Energy").
