ASSET PURCHASE AGREEMENT by and among CLEAN ENERGY, a California corporation; 0884808 B.C. Ltd., a British Columbia corporation; 0884810 B.C. Ltd., a British Columbia corporation; I.M.W. INDUSTRIES LTD. a British Columbia corporation; 652322 B.C....Asset Purchase Agreement • July 6th, 2010 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 1st day of July, 2010, by and among Clean Energy, a California corporation (“Clean Energy”), 0884808 B.C. Ltd., a British Columbia corporation and a wholly-owned subsidiary of Clean Energy (“Canadian AcqCo”), 0884810 B.C. Ltd., a British Columbia corporation and a wholly-owned subsidiary of Canadian AcqCo (“Canadian OpCo” and collectively with Clean Energy and Canadian AcqCo, “Purchasers”), on the one hand, and I.M.W. Industries Ltd., a British Columbia corporation (“Company”), 652322 B.C. Ltd., a British Columbia corporation (“Holdco”), Miller Family Trust and Bradley N. Miller (each of Miller Family Trust and Bradley N. Miller a “Seller” and together, “Sellers”), on the other hand. Certain capitalized terms used in this Agreement are defined on Exhibit A hereto.
