0001104659-08-070624 Sample Contracts

American Honda Motor Co., Inc. (“Honda”) - and - John G. Armstrong, Sole Trustee of The FuelMaker Trust (the “FM Trust”) - and - FuelMaker Corporation (the “Corporation”) - and - Clean Energy Fuels Corp. (the “Purchaser”) SHARE PURCHASE AGREEMENT...
Share Purchase Agreement • November 14th, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • California

John G. Armstrong, Sole Trustee of The FuelMaker Trust, a trust established under the laws of the Province of Ontario (“FM Trust”)

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LNG SALES AGREEMENT DATED AS OF JULY 1, 2008 between WILLIAMS FOUR CORNERS LLC and CLEAN ENERGY FUELS CORP.
LNG Sales Agreement • November 14th, 2008 • Clean Energy Fuels Corp. • Gas & other services combined • Oklahoma

THIS LNG SALES AGREEMENT (“Sales Agreement”) is made and entered into and effective the 1st day of July 2008 by and between WILLIAMS FOUR CORNERS LLC (“Williams”) and Clean Energy Fuels Corp. (“Clean Energy”). Williams and Clean Energy are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

FIRST AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Base Contract • November 14th, 2008 • Clean Energy Fuels Corp. • Gas & other services combined

THIS First Amendment is made and entered into effective as of the first day of November, 2008, by and between Shell Energy North America (US), L.P. (“Shell Energy”) and Clean Energy, (“Clean Energy”) referred to herein collectively as “Parties” and singularly as “Party”.

GUARANTY
Guaranty • November 14th, 2008 • Clean Energy Fuels Corp. • Gas & other services combined

This Guaranty Agreement (this “Guaranty”) dated effective as of November 7, 2008, is entered into by Clean Energy Fuels Corp (“Guarantor”), a Corporation organized under the laws of Delaware, in favor of Shell Energy North America (US), L.P., a limited partnership organized under the laws of Delaware (“Counterparty”).

SIXTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • November 14th, 2008 • Clean Energy Fuels Corp. • Gas & other services combined

THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made effective as of July , 2008, by and between BIXBYBIT—BIXBY OFFICE PARK, LLC, a Delaware limited liability company (“Landlord”), and CLEAN ENERGY, a California corporation and CLEAN ENERGY FUELS CORP., a Delaware corporation (jointly, severally, individually and collectively, “Tenant”).

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