0001368265-18-000017 Sample Contracts

FORM OF CLEAN ENERGY FUELS CORP. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 10th, 2018 • Clean Energy Fuels Corp. • Gas & other services combined

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [●], 2018, by and between Clean Energy Fuels Corp., a Delaware corporation (the “Company”), and Total Marketing Services, a company incorporated and registered in France (Company Number 542 034 921) (the “Purchaser”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 10th, 2018 • Clean Energy Fuels Corp. • Gas & other services combined • Delaware

THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of May 9, 2018, by and between Clean Energy Fuels Corp., a Delaware corporation (the “Company”), and Total Marketing Services S.A., a company incorporated and registered in France (Company Number 542 034 921) (the “Purchaser”).

VOTING AGREEMENT
Voting Agreement • May 10th, 2018 • Clean Energy Fuels Corp. • Gas & other services combined

THIS VOTING AGREEMENT (“Agreement”) is made as of May 9, 2018, by and among Clean Energy Fuels Corp., a Delaware corporation (the “Company”), Total Marketing Services S.A., a company incorporated and registered in France (Company Number 542 034 921) (“Purchaser”), and those certain stockholders of the Company set forth on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below).

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