STOCK PURCHASE AND BUY-SELL AGREEMENTStock Purchase and Buy-Sell Agreement • September 6th, 2006 • Clean Energy Fuels Corp. • Delaware
THIS STOCK PURCHASE AND BUY-SELL AGREEMENT (the "Agreement"), is entered into as of February 1, 2006, by and among (i) Clean Energy Fuels Corp., a Delaware corporation (the "Company"), (ii) Boone Pickens ("Pickens"), (iii) Pickens Grandchildren's Trust U/D/T 11/30/99 (the "BPG Trust"), (iv) Perseus ENRG Investment, L.L.C., a Delaware limited liability company ("Perseus"), (v) Westport Innovations Inc., an Alberta corporation ("Westport"), (vi) Alan P. Basham ("Basham") and (vii) the undersigned investor (the "Investor"). Pickens and BPG Trust are collectively referred to as the "Pickens Stockholders" and individually as a "Pickens Stockholder," Perseus, Westport and Basham are collectively referred to as the "Non-Pickens Stockholders" and individually as a "Non-Pickens Stockholder," and the Pickens Stockholders and the Non-Pickens Stockholders are collectively referred to as the "Stockholders" and individually as a "Stockholder".
