EXHIBIT 4.3
Published on September 6, 2006
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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
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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.
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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 |
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By |
/s/ ANDREW J. LITTLEFAIR Andrew J. Littlefair President and Chief Executive Officer |
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EXISTING REGISTRATION RIGHTS HOLDERS:
| PERSEUS ENRG INVESTMENT, L.L.C | WESTPORT INNOVATIONS, INC. | |||
By: |
/s/ KENNETH M. SOCHA |
By: |
/s/ DAVID DEMERS |
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Name: |
Kenneth M. Socha |
Name: |
David Demers |
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Title: |
Senior Managing Director |
Title: |
CEO |
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/s/ BOONE PICKENS Boone Pickens |
/s/ ALAN P. BASHAM Alan P. Basham |
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COMPANY DESIGNEES:
| /s/ PETER J. GRACE | ||
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Andrew J. Littlefair |
Peter J. Grace |
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/s/ JAMES N. HARGER James N. Harger |
/s/ DENNIS DING Dennis Ding |
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/s/ RICHARD R. WHEELER Richard R. Wheeler |
/s/ BARBARA JOHNSON Barbara Johnson |
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/s/ MITCHELL W. PRATT Mitchell W. Pratt |
/s/ CATHERINE WEAVER Catherine Weaver |
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/s/ WARREN MITCHELL Warren Mitchell |
/s/ JOHN HERRINGTON John Herrington |
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/s/ JOSEPH B. POWERS Joseph B. Powers |
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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 |
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/s/ BOONE PICKENS Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 |
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Dallas, TX 75225 |
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Telephone |
214-265-4165 |
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Facsimile |
214-750-9773 |
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sgeymuller@bpcap.net |
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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 |
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/s/ JAMES N. HARGER Authorized Signature |
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Senior Vice President Title, if applicable |
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Address: |
1420 6th Street |
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Manhattan Beach, CA 90266 |
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Telephone |
562-546-0306 |
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Facsimile |
562-493-4532 |
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jharger@cleanenergyfuels.com |
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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 |
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/s/ MITCHELL W. PRATT Authorized Signature |
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SVP Title, if applicable |
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Address: |
2585 N. Fountain Arbor Dr. |
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Orange, CA 92867 |
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Telephone |
562-493-2804 |
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Facsimile |
562-546-0097 |
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mpratt@cleanenergyfuels.com |
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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 |
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/s/ WARREN I. MITCHELL Authorized Signature |
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Chairman of the Board Title, if applicable |
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Address: |
16921 Bolero Lane |
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Huntington Beach, CA 92649 |
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Telephone |
714-846-8769 |
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Facsimile |
714-846-9217 |
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wmitchellrunner@socal.rr.com |
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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 |
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/s/ JOHN S. HERRINGTON Authorized Signature |
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Trustee Title, if applicable |
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Address: |
160 Alderwood Road |
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Walnut Creek, CA 94598 |
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Telephone |
925-939-8080 |
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Facsimile |
925-933-6668 |
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herr400@comcast.net |
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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 |
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/s/ GLEN DAVID AASHEIM Authorized Signature |
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General Manager, Southwest Region Title, if applicable |
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Address: |
3201 Amherst Ave. |
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Dallas, TX 75225 |
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Telephone |
214-890-1960 |
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Facsimile |
214-572-6581 |
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daasheim@cleanenergyfuels.com |
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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 |
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/s/ RONALD D. BASSETT Authorized Signature |
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Title, if applicable |
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Address: |
P.O. Box 5355 |
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Granbury, TX 76049 |
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Telephone |
817-326-4281 |
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Facsimile |
214-750-9773 |
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ronb@bpcap.net |
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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 |
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/s/ G. MICHAEL BOSWELL Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 W |
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Dallas, TX 75225 |
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Telephone |
214-265-4161 |
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Facsimile |
214-750-0216 |
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mboswell@bpcap.net |
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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 |
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/s/ BRIAN BRADSHAW Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 |
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Dallas, TX 75225 |
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Telephone |
214-265-4172 |
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Facsimile |
214-750-0216 |
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bbradshaw@bpcap.net |
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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 |
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/s/ DREW A. CAMPBELL Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 |
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Dallas, TX 75225 |
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Telephone |
214-265-4165 |
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Facsimile |
214-750-0216 |
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scampbell@bpcap.net |
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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 |
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/s/ MARTI J. CARLIN Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 |
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Dallas, TX 75225 |
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Telephone |
214-265-4165 |
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Facsimile |
214-750-9773 |
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scarlin@bpcap.net |
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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 |
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/s/ DENISE DELILE Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 |
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Dallas, TX 75225 |
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Telephone |
214-265-4163 |
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Facsimile |
214-750-0216 |
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denised@bpcap.net |
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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 |
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/s/ DENIS DING Authorized Signature |
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Director of Engineering Title, if applicable |
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Address: |
17885 Peach Dr. |
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Riverside, CA 92503 |
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Telephone |
951-359-3278 |
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Facsimile |
951-359-5004 |
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denisding@aol.com |
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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 |
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/s/ SALLY GEYMULLER Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 |
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Dallas, TX 75225 |
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Telephone |
214-265-4165 |
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Facsimile |
214-750-9773 |
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sallyg@bpcap.net |
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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 |
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/s/ GARNET D. GLOVER Authorized Signature |
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Title, if applicable |
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Address: |
51 Whittmore St. |
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Concord, MA 01742 |
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Telephone |
978-371-9131 |
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Facsimile |
978-318-9220 |
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gglover@cleanenergyfuels.com |
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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 |
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/s/ DICK GRANT Authorized Signature |
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Title, if applicable |
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Address: |
8117 Preston Road, Suite 260 |
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Dallas, TX 75225 |
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Telephone |
214-265-4165 |
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Facsimile |
214-750-0216 |
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dickg@bpcap.net |
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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 |
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/s/ J. MIKE HOLDER Authorized Signature |
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Title, if applicable |
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Address: |
1 Champions Place |
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Stillwater |
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Telephone |
405-377-4289 |
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Facsimile |
405-377-2443 |
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mike.holder@okstate.edu |
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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 |
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|
/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 |
||
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 |
|||
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 |
|||
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 |
||
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 |
||
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 |
|||
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 |
||
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 |
||
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 |
||
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 |
|||
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 |
||
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 |
|||
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 |
|||
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 |
|||
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 |
|||
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 |
|||
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 |
|||
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 |
|||
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 |
||
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 |
||
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 |
||
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)