1368265--3/10/2010--Clean_Energy_Fuels

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{gas, price, oil}

{stock, price, share}

{cost, regulation, environmental}

{tax, income, asset}

{stock, price, operating}

{cost, contract, operation}

{interest, director, officer}

{customer, product, revenue}

{cost, operation, labor}

{regulation, government, change}

{acquisition, growth, future}

{operation, international, foreign}

{control, financial, internal}

{condition, economic, financial}

We have a history of losses and may incur additional losses in the future. A material portion of our historical revenues are associated with a federal fuel excise tax credit that expired on December 31, 2009. In the event that the NAT GAS Act passes, we may need to raise debt or equity capital to fund capital expenditures included in our 2010 capital budget. We may need to raise debt or equity capital to fund unanticipated expenses, capital expenditures, mergers and acquisitions or strategic investments. Our growth depends in part on tax and related government incentives for clean burning fuels and alternative fuel vehicles. A reduction in these incentives or the failure to pass new legislation with new incentive programs will increase the cost of natural gas fuel and vehicles for our customers and will significantly reduce our revenue. Automobile and engine manufacturers produce very few originally manufactured natural gas vehicles and engines for the U.S. and Canadian markets, which may restrict our sales. Decreases in the price of oil, gasoline and diesel fuel without similar decreases in the price of natural gas may slow the growth of our business and negatively impact our financial results. If the prices of CNG and LNG do not remain sufficiently below the prices of gasoline and diesel, potential fleet customers will have less incentive to purchase natural gas vehicles, which would decrease demand for CNG and LNG and limit our growth. The volatility of natural gas prices could adversely impact the adoption of CNG and LNG vehicle fuel and our business. Our growth depends in part on environmental regulations and programs mandating the use of cleaner burning fuels, and modification or repeal of these regulations may adversely impact our business. The use of natural gas as a vehicle fuel may not become sufficiently accepted for us to expand our business. We cannot be certain that we will be successful in managing or integrating our recently acquired subsidiary, BAF Technologies, Inc., with our existing operations. Failure to comply with the terms of our Credit Agreement with PlainsCapital Bank could impair our rights in DCE and other secured property. The infrastructure to support gasoline and diesel consumption is vastly more developed than the infrastructure for natural gas vehicle fuels. Conversion of vehicles to run on natural gas is time-consuming and expensive and may limit the growth of our sales. A majority of our sales of CNG vehicles are to one customer. If this customer does not continue to purchase CNG vehicles, then revenue at our wholly owned subsidiary, BAF, will decline and our financial results will be impaired. If there are advances in other alternative vehicle fuels or technologies, or if there are improvements in gasoline, diesel or hybrid engines, demand for natural gas vehicles may decline and our business may suffer. Our ability to supply LNG to new and existing customers is restricted by limited production of LNG and by our ability to source LNG without interruption and near our target markets. LNG supply purchase commitments may exceed demand causing our costs to increase and impact LNG sales margins. One of our third-party LNG suppliers may cancel its supply contract with us on short notice or increase its LNG prices, which would hinder our ability to meet customer demand and increase our costs. If we are unable to obtain natural gas in the amounts needed on a timely basis or at reasonable prices, we could experience an interruption of CNG or LNG deliveries or increases in CNG or LNG costs, either of which could have an adverse effect on our business. Oil companies and natural gas utilities, which have far greater resources and brand awareness than we have, may expand into the natural gas fuel market, which could harm our business and prospects. If we do not have effective futures contracts in place, increases in natural gas prices may cause us to lose money. Our futures contracts may not be as effective as we intend. A decline in the value of our futures contracts may result in margin calls that would adversely impact our liquidity. If our futures contracts do not qualify for hedge accounting, our net income and stockholders' equity will fluctuate more significantly from quarter to quarter based on fluctuations in the market value of our futures contracts. Compliance with potential greenhouse gas regulations affecting our LNG plants or fueling stations may prove costly and negatively affect our financial performance. Natural gas fueling operations and vehicle conversions entail inherent safety and environmental risks that may result in substantial liability to us. Our business is heavily concentrated in the western United States, particularly in California and Arizona. Continuing economic downturns in these regions could adversely affect our business. We provide financing to fleet customers for natural gas vehicles, which exposes our business to credit risks. We may incur losses and use working capital if we are unable to place with customers the natural gas vehicles that we or our business partners order from manufacturers. We have significant contracts with federal, state and local government entities that are subject to unique risks. Our business is subject to a variety of governmental regulations that may restrict our business and may result in costs and penalties. Operational issues, permitting and other factors at DCE's landfill gas processing facility may adversely affect both DCE's ability to supply biomethane and our operating results. Our quarterly results of operations have not been predictable in the past and have fluctuated significantly and may not be predictable and may fluctuate in the future. The future price of our common stock or the offering price of our common stock in future offerings could result in a reduction of the exercise price of our Series I warrants and result in dilution of our common stock. Sales of outstanding shares of our stock into the market in the future could cause the market price of our stock to drop significantly, even if our business is doing well. A significant portion of our stock is beneficially owned by a single stockholder whose interests may differ from yours and who will be able to exert significant influence over our corporate decisions, including a change of control.

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1368265--3/10/2010--Clean_Energy_Fuels_Corp.