POWER OF ATTORNEY
Published on January 31, 2014
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Mitchell W. Pratt, Richard R. Wheeler
and J. Nathan Jensen, signing singly, the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director or beneficial owner of
more than ten percent of any registered class of the securities of
Clean Energy Fuels Corp., or more of its subsidiaries (the "Company"),
SEC Form ID - Uniform Application for Access Codes to File On EDGAR;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director or beneficial owner of
more than ten percent of any registered class of the securities of the
Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form ID or Form 3, 4 or 5 and file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(4) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, and in the best interest of, or legally required by,
the undersigned.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 16th day of December, 2013.
Signature /s/ Stephen Scully
Print Name: Stephen Scully