0001104659-13-049771 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • June 18th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware

• Contract Type
  Registration Rights Agreement
• Filed
  June 18th, 2013
• Company
  Clean Energy Fuels Corp.
• Industry
  Gas & other services combined
• Jurisdiction
  Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2013, is entered into by and between Clean Energy Fuels Corp., a Delaware corporation (the “Company”), Green Energy Investment Holdings LLC (“Green”), and T. Boone Pickens (“TBP” and, together with Green, “Holders”).

LOAN AGREEMENT

Loan Agreement • June 18th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware

• Contract Type
  Loan Agreement
• Filed
  June 18th, 2013
• Company
  Clean Energy Fuels Corp.
• Industry
  Gas & other services combined
• Jurisdiction
  Delaware

THIS LOAN AGREEMENT (the “Agreement”) is entered into effective June 14, 2013, between T. BOONE PICKENS, an individual (the “Lender”), and CLEAN ENERGY FUELS CORP., a Delaware corporation (the “Borrower” or the “Company”).

Contract

Convertible Promissory Note • June 18th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware

• Contract Type
  Convertible Promissory Note
• Filed
  June 18th, 2013
• Company
  Clean Energy Fuels Corp.
• Industry
  Gas & other services combined
• Jurisdiction
  Delaware

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF THAT CERTAIN LOAN AGREEMENT DATED AS OF JUNE 14, 2013 BY AND BETWEEN THE BORROWER AND THE LENDER (EACH AS DEFINED BELOW) (AS THE SAME MAY BE AMENDED FROM TIME TO TIME, THE “LOAN AGREEMENT”), A COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE BORROWER. NO TRANSFER OF THIS CONVERTIBLE PROMISSORY NOTE OR THE SECURITIES REPRESENTED HEREBY WILL BE MADE ON THE BOOKS OF THE BORROWER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOAN AGREEMENT.

NOTE PURCHASE AGREEMENT

Note Purchase Agreement • June 18th, 2013 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware

• Contract Type
  Note Purchase Agreement
• Filed
  June 18th, 2013
• Company
  Clean Energy Fuels Corp.
• Industry
  Gas & other services combined
• Jurisdiction
  Delaware

This NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2013, by and among T. Boone Pickens (“TBP”) and Green Energy Investment Holdings LLC (“GEIH”), a Delaware limited liability company (each, a “Buyer” and collectively, the “Buyers”), Chesapeake NG Ventures Corporation, an Oklahoma corporation (the “Seller”), Chesapeake Energy Corporation, an Oklahoma corporation (“Chesapeake”), and solely for the purposes of Section 4, Clean Energy Fuels Corp., a Delaware corporation (the “Company”).