0001017951-05-000225 Sample Contracts

K‑Fuel® Projects Participation and Development Agreement
Participation and Development Agreement • May 10th, 2005 • KFX Inc • Industrial organic chemicals • New York

THIS K‑FUEL® PROJECTS PARTICIPATION AND DEVELOPMENT AGREEMENT, entered into as of May 5, 2005 (this “Agreement”), by and among KFx, Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule A hereto (as amended from time to time as provided herein) (each, an “Investor”, and collectively, the “Investors”). This Agreement shall be effective upon the date that is the later of the date that the First Amendment (as defined below) becomes effective and the date that this Agreement shall have been executed by the Company and Investors holding more than two thirds of the Registrable Securities (as defined in the Investors’ Rights Agreement) then outstanding.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2005 • KFX Inc • Industrial organic chemicals • Colorado

This Employment Agreement ("Agreement") is made by and between KFx Inc. ("Employer") and Robert I. Hanfling ("Executive") (individually, a "party" and together, the "parties"). This Agreement shall be effective February 1, 2005.

First Amendment to Fourth Amended and Restated Investors’ Rights Agreement [ K-Fuel Technology – Commercial Projects ]
Rights Agreement • May 10th, 2005 • KFX Inc • Industrial organic chemicals • New York

THIS FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, dated as of May 5, 2005 (this “Amendment”), by and among KFx Inc., a Delaware corporation (the “Company”), and the Investors listed on the signature pages hereto (each, an “Investor”, and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed to them in the Investors’ Rights Agreement (as defined below).

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