0001104659-11-049437 Sample Contracts

Contract
Clean Energy Fuels Corp. • August 30th, 2011 • Gas & other services combined • Delaware

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND THIS SECURITY AND ANY SECURITY ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 30th, 2011 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [·], 2011, is entered into by and among Clean Energy Fuels Corp., a Delaware corporation (the “Company”) and [·] (the “Purchaser”, and collectively with the other purchasers under separate Convertible Note Purchase Agreements to be entered into simultaneously with this Agreement, “Purchasers”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • August 30th, 2011 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into effective August 24, 2011, between [·] (“[·]”) (with [·] individually a “Purchaser” and collectively with the other purchasers under separate Convertible Note Purchase Agreements to be entered into simultaneously with this Agreement, the “Purchasers”) and CLEAN ENERGY FUELS CORP., a Delaware corporation (the “Company”).

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