EX-4.3 7 a2172019zex-4_3.htm EXHIBIT 4.3
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Exhibit 4.3

AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT

        THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment"), entered into as of August 8, 2006, among CLEAN ENERGY FUELS CORP., formerly ENRG, Inc., a Delaware corporation (the "Company"), and the undersigned equity holders of capital stock of the Company.

RECITALS:

        A.    The undersigned hold shares of the Company's common stock (the "Common Stock"). Certain of the undersigned (the "Existing Registration Rights Holders") possess registration rights pursuant to the Registration Rights Agreement, dated as of December 31, 2002, among the Company, such holders and certain other stockholders of the Company (the "Rights Agreement").

        B.    In connection an initial public offering of the Company's Common Stock (the "IPO"), the Existing Registration Rights Holders have agreed to grant registration rights to (i) certain stockholders who are employees or directors of the Company (the "Company Designees"), and (ii) certain stockholders who purchased or otherwise received shares of the Company's Common Stock from Boone Pickens listed on Exhibit B (the "Pickens Transferees").

        C.    The Existing Registration Rights Holders desire to amend the Rights Agreement to (i) allow the Company Designees collectively to sell up to 650,000 shares of Common Stock to be sold by selling stockholders in the initial closing of an IPO (the "Initial Offering") and (ii) allow such Pickens Transferees who sign the Adoption Agreement attached hereto as Exhibit A to collectively sell in the over-allotment closing of the IPO (the "Over-Allotment") a portion of the shares of Common Stock Boone Pickens transferred to them.

        D.    The number of shares stockholders may sell in the IPO as a result of this Amendment is set forth on Exhibit C.

        E.    The Existing Registration Rights Holders executing this Amendment hold sixty-six percent (66%) or more of the Registrable Shares (as defined in the Rights Agreement) held by all Existing Registration Rights Holders and, therefore, have the power under Section 9 of the Rights Agreement to amend the Rights Agreement.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties to the Rights Agreement hereby agree that the Rights Agreement will be amended as follows:

        1.     Adding Parties to Rights Agreement.    The undersigned Existing Registration Rights Holders hereby agree that each of the Company Designees who have signed this Amendment and such Pickens Transferees who sign the Adoption Agreement will be added as a "Holder" under the Rights Agreement and will be subject to such terms, conditions, restrictions and obligations as set forth in the Rights Agreement; provided, however, that the Company Designees' and Pickens Transferees' rights will be limited as follows:

            (a)   The Company Designees and Pickens Transferees will have such rights, restrictions and obligations under the Rights Agreement only in connection with the Company's IPO and the shares of Common Stock they may sell in the IPO.

            (b)   The Company Designees as a group will have the right to register and sell in the aggregate 650,000 shares of Common Stock being sold by all selling stockholders in the Initial Offering with each Company Designee having the right to sell up to that number of shares set forth opposite his or her name on the Exhibit C, and such shares will be deemed "Registrable

1


    Shares" under the Rights Agreement. The Company Designees will have no right to sell any shares of Common Stock in the Over-Allotment.

            (c)   Boone Pickens (including family trusts and other entities controlled by him) will forgo the right to sell any shares in the Over-Allotment, and instead the Pickens Transferees will have the right to sell in the Over-Allotment up to the number of shares set forth opposite their names on Exhibit C. Such shares will be deemed "Registrable Shares" under the Rights Agreement.

            (d)   The Company Designees and Pickens Transferees will have no right to transfer or assign any rights under the Rights Agreement.

            (e)   Upon consummation of the IPO, the rights of the Company Designees and Pickens Transferees under the Rights Agreement, including the right to require the Company to register Registrable Shares held by them, will automatically terminate and the Company Designees and Pickens Transferees will have no further rights under the Rights Agreement; provided, however, that each Company Designee and Pickens Transferee will continue to be bound by such obligations and liabilities under the Rights Agreement in connection with their participation in the Company's IPO, including, but not limited, to such Company Designee's and Pickens Transferee's indemnification obligations under Section 8 of the Rights Agreement.

            (f)    If the IPO is not consummated for any reason by December 31, 2006, then the Company Designees and Pickens Transferees rights and obligations under the Rights Agreement will automatically terminate on that date, they will no longer be parties to the Rights Agreement and they will not have the right to sell any of their shares in a Company offering.

        2.     Assumption of Obligations    Each undersigned Company Designee by his or her signature to this Amendment, and each Other Stockholder by such stockholder's signature to the Adoption Agreement, agrees to be bound by the terms, conditions, restrictions and obligations as a Holder under the Rights Agreement with the same force and effect as if such Company Designee and Pickens Transferee were originally a party thereto, including, but not limited to the underwriting requirements set forth in Section 5 of the Rights Agreement and the indemnification obligations set forth in Section 8 of the Rights Agreement. Each Company Designee and Pickens Transferee acknowledges, however, that their rights under the Rights Agreement are subject to the restrictions and limitations set forth in Section 1 hereof.

        3.     Resulting Participation Rights in IPO.    Each Holder's rights to sell shares in the Initial Offering and the Over-Allotment as a result of this Amendment are set forth on Exhibit C. If the number of shares the Holders may sell overall is cut back, each Holder will be cut back pro rata, which means that of the total shares available to the Holders to sell in the Initial Offering or the Over-Allotment, each Holder will be able to sell a portion equal to the Holder's relative percentage shown on Exhibit C.

        4.     Termination of Voting Proxy.    Boone Pickens agrees that the voting proxy he has under the Stock Purchase and Buy-Sell Agreement, dated February 1, 2006, terminates with respect to all shares of Common Stock sold by the Company Designees and Pickens Transferees in the Offering, such that the shares sold by the Company Designees and Pickens Transferees in the Offering will thereafter be free from any voting restrictions.

        5.     Remainder of Rights Agreement Unchanged.    Except as amended by this Amendment, the Rights Agreement will otherwise remain in full force and effect. Any further amendment to the Rights Agreement or this Amendment will require the consent of the Existing Registration Rights Holders holding sixty-six percent (66%) or more of the Registrable Shares per Section 9 of the Rights Agreement, and any such amendment will be binding on the Company Designees and Pickens Transferees.

2


        6.     Governing Law.    This Amendment will be governed by and construed under the laws of the State of Delaware, without regard to its conflicts of laws provisions.

        7.     Counterparts.    This Amendment may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

        IN WITNESS WHEREOF, the undersigned Holders and the Company have executed this Amendment as of the day and year first above written.

    CLEAN ENERGY FUELS CORP.,
a Delaware corporation

 
 
By
/s/  ANDREW J. LITTLEFAIR      
Andrew J. Littlefair
President and Chief Executive Officer

EXISTING REGISTRATION RIGHTS HOLDERS:

PERSEUS ENRG INVESTMENT, L.L.C   WESTPORT INNOVATIONS, INC.

By:
/s/  KENNETH M. SOCHA      
 
By:
/s/  DAVID DEMERS      

Name:
Kenneth M. Socha
 
Name:
David Demers

Title:
Senior Managing Director
 
Title:
CEO

/s/  BOONE PICKENS      
Boone Pickens
 
/s/  ALAN P. BASHAM      
Alan P. Basham

3

COMPANY DESIGNEES:

    /s/  PETER J. GRACE      
Andrew J. Littlefair		  
Peter J. Grace

/s/  JAMES N. HARGER      
James N. Harger
 
/s/  DENNIS DING      
Dennis Ding

/s/  RICHARD R. WHEELER      
Richard R. Wheeler
 
/s/  BARBARA JOHNSON      
Barbara Johnson

/s/  MITCHELL W. PRATT      
Mitchell W. Pratt
 
/s/  CATHERINE WEAVER      
Catherine Weaver

/s/  WARREN MITCHELL      
Warren Mitchell
 
/s/  JOHN HERRINGTON      
John Herrington

/s/  JOSEPH B. POWERS      
Joseph B. Powers
 
 

4

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Boone Pickens
Print name of stockholder as it appears on certificate

 
 
/s/  BOONE PICKENS      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-9773

 
 
E-mail
sgeymuller@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    James N. Harger
Print name of stockholder as it appears on certificate

 
 
/s/  JAMES N. HARGER      
Authorized Signature

 
 
Senior Vice President
Title, if applicable

 
 
Address:
1420 6th Street

 
 
 
Manhattan Beach, CA 90266

 
 
Telephone
562-546-0306

 
 
Facsimile
562-493-4532

 
 
E-mail
jharger@cleanenergyfuels.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August    , 2006.

    Mitchell W. Pratt
Print name of stockholder as it appears on certificate

 
 
/s/  MITCHELL W. PRATT      
Authorized Signature

 
 
SVP
Title, if applicable

 
 
Address:
2585 N. Fountain Arbor Dr.

 
 
 
Orange, CA 92867

 
 
Telephone
562-493-2804

 
 
Facsimile
562-546-0097

 
 
E-mail
mpratt@cleanenergyfuels.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Warren I. Mitchell
Print name of stockholder as it appears on certificate

 
 
/s/  WARREN I. MITCHELL      
Authorized Signature

 
 
Chairman of the Board
Title, if applicable

 
 
Address:
16921 Bolero Lane

 
 
 
Huntington Beach, CA 92649

 
 
Telephone
714-846-8769

 
 
Facsimile
714-846-9217

 
 
E-mail
wmitchellrunner@socal.rr.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August    , 2006.

    J&L Herrington 2002 Family Trust
Print name of stockholder as it appears on certificate

 
 
/s/  JOHN S. HERRINGTON      
Authorized Signature

 
 
Trustee
Title, if applicable

 
 
Address:
160 Alderwood Road

 
 
 
Walnut Creek, CA 94598

 
 
Telephone
925-939-8080

 
 
Facsimile
925-933-6668

 
 
E-mail
herr400@comcast.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 10, 2006.

    Glen David Aasheim
Print name of stockholder as it appears on certificate

 
 
/s/  GLEN DAVID AASHEIM      
Authorized Signature

 
 
General Manager, Southwest Region
Title, if applicable

 
 
Address:
3201 Amherst Ave.

 
 
 
Dallas, TX 75225

 
 
Telephone
214-890-1960

 
 
Facsimile
214-572-6581

 
 
E-mail
daasheim@cleanenergyfuels.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Ronald D. Bassett
Print name of stockholder as it appears on certificate

 
 
/s/  RONALD D. BASSETT      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
P.O. Box 5355

 
 
 
Granbury, TX 76049

 
 
Telephone
817-326-4281

 
 
Facsimile
214-750-9773

 
 
E-mail
ronb@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    G. Michael Boswell, IRA Custodian
Print name of stockholder as it appears on certificate

 
 
/s/  G. MICHAEL BOSWELL      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260 W

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4161

 
 
Facsimile
214-750-0216

 
 
E-mail
mboswell@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Brian Bradshaw
Print name of stockholder as it appears on certificate

 
 
/s/  BRIAN BRADSHAW      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4172

 
 
Facsimile
214-750-0216

 
 
E-mail
bbradshaw@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Drew A. Campbell
Print name of stockholder as it appears on certificate

 
 
/s/  DREW A. CAMPBELL      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-0216

 
 
E-mail
scampbell@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August    , 2006.

    Marti J. Carlin
Print name of stockholder as it appears on certificate

 
 
/s/  MARTI J. CARLIN      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-9773

 
 
E-mail
scarlin@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Denise Delile
Print name of stockholder as it appears on certificate

 
 
/s/  DENISE DELILE      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4163

 
 
Facsimile
214-750-0216

 
 
E-mail
denised@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Denis Ding
Print name of stockholder as it appears on certificate

 
 
/s/  DENIS DING      
Authorized Signature

 
 
Director of Engineering
Title, if applicable

 
 
Address:
17885 Peach Dr.

 
 
 
Riverside, CA 92503

 
 
Telephone
951-359-3278

 
 
Facsimile
951-359-5004

 
 
E-mail
denisding@aol.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Sally Geymuller
Print name of stockholder as it appears on certificate

 
 
/s/  SALLY GEYMULLER      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-9773

 
 
E-mail
sallyg@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    Garnet D. Glover
Print name of stockholder as it appears on certificate

 
 
/s/  GARNET D. GLOVER      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
51 Whittmore St.

 
 
 
Concord, MA 01742

 
 
Telephone
978-371-9131

 
 
Facsimile
978-318-9220

 
 
E-mail
gglover@cleanenergyfuels.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    Dick Grant
Print name of stockholder as it appears on certificate

 
 
/s/  DICK GRANT      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-0216

 
 
E-mail
dickg@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    M&R Ventures LLC
Print name of stockholder as it appears on certificate

 
 
/s/  J. MIKE HOLDER      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
1 Champions Place

 
 
 
Stillwater

 
 
Telephone
405-377-4289

 
 
Facsimile
405-377-2443

 
 
E-mail
mike.holder@okstate.edu

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    Chad M. Lindholm
Print name of stockholder as it appears on certificate

 
 
/s/  CHAD M. LINDHOLM      
Authorized Signature

 
 
Regional Manager
Title, if applicable

 
 
Address:
269 Campo Dr.

 
 
 
Long Beach, Ca 90803

 
 
Telephone
562-822-0923

 
 
Facsimile
562-493-4532

 
 
E-mail
clindholm@cleanenergyfuels.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Daivd W. Meaney
Print name of stockholder as it appears on certificate

 
 
/s/  DAVID W. MEANEY      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-615-3816

 
 
Facsimile
 

 
 
E-mail
dmeaney@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Eric Oberg
Print name of stockholder as it appears on certificate

 
 
/s/  ERIC OBERG      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
4427N. Hall

 
 
 
Dallas, TX 75219

 
 
Telephone
214-520-1507

 
 
Facsimile
 

 
 
E-mail
ericoberg@sbcglobal.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Stephen R. Perkins
Print name of stockholder as it appears on certificate

 
 
/s/  STEPHEN R. PERKINS      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-615-3821

 
 
Facsimile
214-750-9773

 
 
E-mail
sperkins@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Madeleine Pickens
Print name of stockholder as it appears on certificate

 
 
/s/  MADELEINE PICKENS      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-9773

 
 
E-mail
sgeymuller@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Joseph B. Powers
Print name of stockholder as it appears on certificate

 
 
/s/  JOSEPH B. POWERS      
Authorized Signature

 
 
Assistant VP Operations
Title, if applicable

 
 
Address:
9 Seville

 
 
 
Irvine, CA 92620

 
 
Telephone
562-546-0308

 
 
Facsimile
 

 
 
E-mail
bpowers@cleanenergyfuels.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Bretta Price
Print name of stockholder as it appears on certificate

 
 
/s/  BRETTA PRICE      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-9773

 
 
E-mail
bprice@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August    , 2006.

    Mark J. Riley
Print name of stockholder as it appears on certificate

 
 
/s/  MARK J. RILEY      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
114 School St.

 
 
 
Concord, NH 03301

 
 
Telephone
603-715-2963

 
 
Facsimile
603-715-2796

 
 
E-mail
markriley98@comcast.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Michael Ross
Print name of stockholder as it appears on certificate

 
 
/s/  MICHAEL ROSS      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4171

 
 
Facsimile
214-750-9773

 
 
E-mail
mross@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August    , 2006.

    Jack E. Rosser
Print name of stockholder as it appears on certificate

 
 
/s/  JACK ROSSER      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
645 N. Brookfield

 
 
 
Wichita, KS 67206

 
 
Telephone
Telephone 316-687-0352

 
 
Facsimile
 

 
 
E-mail
jayrossere@cox.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Robert L. Stillwell
Print name of stockholder as it appears on certificate

 
 
/s/  ROBERT L. STILLWELL      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
214-750-9773

 
 
E-mail
roberts@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Alekander Szewczyk
Print name of stockholder as it appears on certificate

 
 
/s/  ALEKSANDER SZEWCZYK      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
 

 
 
E-mail
alex@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Danny Tillett
Print name of stockholder as it appears on certificate

 
 
/s/  DANNY TILLETT      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
8117 Preston Road, Suite 260

 
 
 
Dallas, TX 75225

 
 
Telephone
214-265-4165

 
 
Facsimile
 

 
 
E-mail
dtillett@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    Jon N. Whisler
Print name of stockholder as it appears on certificate

 
 
/s/  JON N. WHISLER      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
32243 Skylakes Dr.

 
 
 
Waller, TX 77484

 
 
Telephone
214-908-9429

 
 
Facsimile
 

 
 
E-mail
jwhisler@bpcap.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    John Plewes
Print name of stockholder as it appears on certificate

 
 
/s/  JOHN PLEWES      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
P.O. Box 675751

 
 
 
Rancho Santa Fe, CA 92067

 
 
Telephone
858-735-8300

 
 
Facsimile
 

 
 
E-mail
john@plewesgroup.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 8, 2006.

    Dominique Plewes
Print name of stockholder as it appears on certificate

 
 
/s/  DOMINIQUE PLEWES      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
P.O. Box 675751

 
 
 
Rancho Santa Fe, CA 92067

 
 
Telephone
858-735-8300

 
 
Facsimile
 

 
 
E-mail
dominique@plewes.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Deborah Stovall
Print name of stockholder as it appears on certificate

 
 
/s/  DEBORAH STOVALL      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
6618 Regalbluff Dr.

 
 
 
Dallas, TX 75248

 
 
Telephone
214-207-4501

 
 
Facsimile
 

 
 
E-mail
dstoval@yahoo.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Pamela Pickens-Zeller
Print name of stockholder as it appears on certificate

 
 
/s/  PAMELA PICKENS-ZELLER      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
16447 S. 4th Street

 
 
 
Phoenix, AZ 85048

 
 
Telephone
480-460-4024

 
 
Facsimile
 

 
 
E-mail
ppz@cox.net

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Elizabeth Pickens Cordia
Print name of stockholder as it appears on certificate

 
 
/s/  ELIZABETH PICKENS CORDIA      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
904 Vicar Lane

 
 
 
Alexandria, VA 22302

 
 
Telephone
703-212-7850

 
 
Facsimile
703-212-6751

 
 
E-mail
epcordia@yahoo.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 9, 2006.

    Eugene Frenkel
Print name of stockholder as it appears on certificate

 
 
/s/  EUGENE FRENKEL      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
4028 Shady Hill Dr.

 
 
 
Dallas, TX 75229

 
 
Telephone
214-648-4180

 
 
Facsimile
214-648-1955

 
 
E-mail
eugene.frenkel@utsouthwestern.com

EXHIBIT A

ADOPTION AGREEMENT

(for Pickens Transferees)

        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned transferee of stock of Clean Energy Fuels Corp. (the "Company"). The undersigned agrees that the undersigned is being granted certain registration rights to sell shares of Company stock received from Mr. Pickens in the Company's IPO and that these rights are subject to the terms and conditions of the Registration Rights Agreement, dated as of December 31, 2002, among the Company, and certain other stockholders of the Company, and the Amendment No. 1 to the agreement dated August 8, 2006 and attached to this Adoption Agreement. The undersigned acknowledges receipt of a copy of the Registration Rights Agreement and Amendment No. 1, and agrees to be bound by them in accordance with their terms.

        EXECUTED AND DATED August 7, 2006.

    Christine Penrod
Print name of stockholder as it appears on certificate

 
 
/s/  CHRISTINE PENROD      
Authorized Signature

 
 
 
   
Title, if applicable

 
 
Address:
2683 Via De La Valle, #G407

 
 
 
Del Mar, CA 92014

 
 
Telephone
858-759-5500 x238

 
 
Facsimile
858-756-7836

 
 
E-mail
 

Exhibit B
Pickens Transferees

Brian Bradshaw
Alex Szewczyk
Michael Ross
David Meaney
Danny Tillett
Dick Grant
Sandy Campbell
Jay Rosser
Eric Oberg
Sally Geymuller
Ron Bassett
Bobby Stillwell
Madeleine Pickens
M&R (Coach Holder)
Michael Boswell
Dave Aasheim
Chad Lindholm
Cheryl Glover
Mark Riley
Denis Ding
Andrew Littlefair
Brian Powers
James Hargar
Mitch Pratt
Warren Mitchell
John Herrington
John Whisler
Marti Carlin
Denise Dellle
Steve Perkins
Bretta Price
John Plewes
Dominique Plewes
Deborah Stovall
Pam Pickens
Liz Cordia
Boone Pickens Interests Ltd.
Eugene Frenkel
Christine Penrod

Exhibit C

Allocation of Selling Stockholder

Shares in IPO

(Attached)



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