EXHIBIT 4.3
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (A) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR (B) AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
200,000 SHARES
COMMON STOCK PURCHASE WARRANT
OF KFx INC.
July 24, 2001
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* * * * * * * * * * * * * * * * * * * * * * * * *
THIS IS TO CERTIFY that, for value received and subject to the
provisions hereinafter set forth, Cinergy Services, Inc., an Ohio corporation
(the "Warrant Holder"), is entitled to purchase from KFx Inc., a Delaware
corporation ("Company") two hundred thousand (200,000) shares (the "Warrant
Shares") of the Company's common stock, $.001 par value, (the "Common Stock" or
"Shares"), for an aggregate purchase price equal to $3.65 multiplied by two
hundred thousand (200,000) shares ("Aggregate Original Warrant Price"), all on
and subject to the terms, provisions and conditions hereinafter set forth. This
Warrant may be exercised as to all or part (comprising a whole number) of the
Shares represented hereby at any time or times before July 24, 2004 ("Expiration
Date"). This Warrant shall be void and of no effect, and all rights,
restrictions, and obligations hereunder shall cease to the extent not exercised
prior to the Expiration Date.
ARTICLE I. EXERCISE OF WARRANT
Section 1.1 Duration. Subject to the provisions of Sections 1.2 and 1.4
hereof, this Warrant may be exercised at any time on or after 9:00 a.m., Denver,
Colorado time, on July 24, 2001 and at or before 5:00 p.m., Denver, Colorado
time, on July 24, 2004 (or, if such day is not a business day, at or before 5:00
p.m., Denver, Colorado time, on the next following business day). If this
Warrant is not exercised on or before the Expiration Date, it shall become void,
and all rights hereunder shall thereupon cease.
Section 1.2 Exercise of Warrant. Subject to the conditions contained
herein, this Warrant may be exercised in whole or in part at any time or times
before the Expiration Date by the surrender of this Warrant or any duly
authorized replacements hereto (with a duly executed subscription agreement in
the form attached hereto) at the principal office of the Company in Denver,
Colorado, and upon payment to the Company of the Aggregate Original Warrant
Price (or, if exercised in part, upon payment to the Company of the applicable
proportionate part of the Aggregate Original Warrant Price) for each Share so
purchased in lawful money of the United States, or by check, or postal or
express money order payable in United States dollars to the order of the Company
or by funds wired to an account as specified by the Company, and upon compliance
with and subject to the conditions set forth herein.
Upon receipt of this Warrant with the form of exercise duly executed and
accompanied by payment of the Aggregate Original Warrant Price for the shares of
Common Stock for which this Warrant is then being exercised, the Company will
cause to be issued certificates for the total number of whole Warrant Shares (as
provided in Article III hereof) for which this Warrant is being exercised in
such denominations as are required for delivery to the Warrant Holder, and the
Company shall thereupon deliver such certificates to the Warrant Holder or the
Warrant Holder's assignee.
In case the Warrant Holder shall exercise this Warrant with respect to
less than all of the shares of Common Stock that may be purchased under this
Warrant, the Company will execute a new Warrant substantially in the form
of this Warrant for the balance of the shares of Common Stock that may be
purchased upon exercise of this Warrant and deliver such new Warrant to the
Warrant Holder.
The Company shall pay any and all transfer taxes payable in connection
with the issue of this Warrant or the issue of any Warrant Shares upon exercise
of this Warrant. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issuance or
delivery of this Warrant or the Warrant Shares in a name other than that of the
Warrant Holder at the time of surrender and, until the payment of such tax the
Company, shall not be required to issue such Warrant Shares.
Section 1.3 Warrant Holder Representation. Unless the issuance of the
Warrant Shares shall have been registered under the Securities Act of 1933, as
amended (the "1933 Act"), as a condition of its delivery of certificates for the
Warrant Shares or upon the split-up, combination, exchange, transfer or loan of
the Warrant, the Company may require the Warrant Holder (including the
transferee of the Warrant in whose name the Warrant Shares are to be registered)
to deliver to the Company, in writing, representations regarding the Warrant
Holder's sophistication, investment intent, acquisition for the Warrant Holder's
own account and such other matters as are reasonable and customary for
purchasers of securities in an unregistered private offering.
Section 1.4 Vesting. This Warrant shall vest and be exercisable
effective July 24, 2001.
Section 1.5 Exercise Price. The initial exercise price shall be $3.65
per share (the "Exercise Price").
ARTICLE II. ANTIDILUTION
Section 2.1 Subdivisions or Combinations. In case the Company shall at
any time after the date of this Warrant (i) subdivide the outstanding Shares or
(ii) combine the outstanding Shares into a smaller number of Shares, the
Exercise Price and the number and kind of Shares receivable upon exercise, in
effect at the time of the effective date of such subdivision or combination,
shall be proportionately adjusted so that the holder of the Warrant exercised
after such time shall be entitled to receive the same percentage and kind of
shares which, if the Warrant had been exercised immediately prior to such date,
the holder would have owned upon such exercise and been entitled to receive by
virtue of such subdivision or combination. Such adjustment shall be made
successively whenever any event listed above shall occur and shall be
retroactive to the record date, if any, for such event. Any adjustment made
pursuant to this Section 2.1 shall become effective immediately upon the
effective date of such event retroactive to the record date, if any, for such
event. All calculations made under this Section 2.1 shall be made to the nearest
cent or to the nearest Share, as the case may be.
Section 2.2 Reorganization, Reclassification, Consolidation, Merger or
Sales . In case of any capital reorganization of the Company, or of any
reclassification of Shares (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of
subdivision or combination), or in case of the consolidation of the Company with
or the merger of the Company into any other person (other than a consolidation
or merger in which the Company is the continuing corporation) or of the sale of
the properties and assets of the Company as, or substantially as, an entirety to
any other corporation, the Warrant shall after such reorganization,
reclassification, consolidation, merger or sale be exercisable, upon the terms
and conditions specified in this Warrant, for the number of shares of stock or
other securities, cash or other property to which a holder of the number of
Shares purchasable (at the time of such reorganization, reclassification,
consolidation, merger or sale) upon exercise of the Warrant would have been
entitled upon such reorganization, reclassification, consolidation, merger or
sale; and in any such case, if necessary, the provisions set forth in this
Section 2.2 with respect to the rights and interests thereafter of the holders
of the Warrant shall be appropriately adjusted so as to be applicable, as nearly
as may reasonably be, to any shares of stock or other securities, cash or other
property thereafter deliverable on the exercise of the Warrant. The subdivision
or combination of Shares at any time outstanding into a greater or lesser number
of Shares shall not be deemed to be a reclassification of the Common Stock for
the purposes of this
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Section 2.2. The Company shall not effect any such consolidation, merger or sale
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger or the person purchasing such assets or other appropriate corporation or
entity shall assume, by written instrument executed and delivered to the
Company's and successor person's transfer agent, if any, the obligation to
deliver to the holders of the Warrant such shares of stock, other securities,
cash or other property as, in accordance with the foregoing provisions, such
holders may be entitled to purchase and the other obligations of the Company
under this Warrant.
Section 2.3 Notices to the Warrant Holder. Upon any adjustment of the
Exercise Price or of the number or kind of Shares for which the outstanding
Warrant may be exercised pursuant to Article II, the Company, within 20 calendar
days thereafter, shall cause to be given to all of the holders of the Warrant,
at such holders' addresses appearing on the register or other records maintained
for such purpose, an officer's certificate showing the adjusted Exercise Price
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculations are based and setting forth the number of Shares
purchasable upon exercise of the Warrant after such adjustment. Where
appropriate, such notice may be given in advance and included as a part of the
notice required to be mailed under the other provisions of this Article II.
In case:
(a) of any consolidation or merger to which the Company is a
party and for which approval of any stockholders of the Company is
required, or of the conveyance or transfer of the properties and assets
of the Company as, or substantially as, an entirety, or of any capital
reorganization or any reclassification of the Common Stock (other than a
change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination); or
(b) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall cause to be mailed to the Warrant Holder at the Warrant
Holder's address appearing on the register or other records maintained by the
Company for such purpose, at least 20 calendar days (or 10 calendar days in any
case specified in clauses (a) or (b) above) prior to the applicable record or
effective date hereinafter specified a written notice stating the date on which
any such consolidation, merger, conveyance, transfer, reorganization,
reclassification, dissolution, liquidation or winding up is expected and that
holders of record of shares of Common Stock shall be entitled to exchange such
shares for securities, cash or other property, if any, deliverable upon such
consolidation, merger, conveyance, transfer, reorganization, reclassification,
dissolution, liquidation or winding up. The failure to give the notice required
by this Section 2.3 or any defect therein shall not affect the legality or
validity of any consolidation, merger, conveyance, transfer, reorganization,
dissolution, liquidation or winding up or the vote upon any action.
ARTICLE III. FRACTIONAL SHARES
Anything contained herein to the contrary notwithstanding, the Company
shall not be required to issue any fraction of a share in connection with the
exercise of this Warrant, and in any case where the Warrant Holder would, except
for the provisions of this Article III, be entitled under the terms of this
Warrant to receive a fraction of a share upon the exercise of this Warrant, the
Company shall upon the exercise of this Warrant and receipt of the Exercise
Price, issue the largest number of whole shares purchasable upon exercise of
this Warrant. The Company shall not be required to make any cash or other
adjustment in respect of such fraction of a share to which the Warrant Holder
would otherwise be entitled. The Warrant Holder, by the acceptance of this
Warrant, expressly waives the Warrant Holder's right to receive a certificate
for any fraction of a share upon exercise hereof.
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ARTICLE IV. FULLY PAID STOCK; TAXES
The Company covenants and agrees that the shares of stock represented by
each and every certificate representing Common Stock to be delivered on the
exercise of the purchase rights herein provided for shall, at the time of such
delivery, be validly issued and outstanding and be fully paid and nonassessable.
The Company further covenants and agrees that it will pay when due and payable
any and all federal, state and local taxes which may be payable in connection
with the issuance of this Warrant or any Common Stock or certificates therefor
or the exercise of the rights provided for pursuant to the provisions hereof,
including without limitation any such taxes relating to the exercise of any
purchase, conversion, or other rights contained herein, but specifically
excluding any federal, state or local income taxes owing by the holders of the
Warrant.
ARTICLE V. CLOSING OF TRANSFER BOOKS
The right to exercise this Warrant shall not be suspended during any
period that the stock transfer books of the Company may be closed. The Company
shall not be required, however, to deliver certificates representing shares of
its Common Stock upon such exercise while such books are duly closed for any
purpose, but the Company may postpone the delivery of the certificates for such
Common Stock until the opening of such books, and they shall, in such case, be
delivered forthwith upon the opening thereof, or as soon as practicable
thereafter.
ARTICLE VI. REPLACEMENT OF WARRANT
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and, in the case of
such loss, theft or destruction, upon delivery to the Company of indemnity or
security reasonably satisfactory to it and reimbursement to the Company of all
reasonable expenses incidental thereto, or, in the case of any such mutilation,
upon surrender and cancellation of this Warrant, the Company will make and
deliver a new Warrant of like tenor, in lieu of this Warrant.
ARTICLE VII. RESERVATION OF SHARES
The Company shall at all times reserve and keep available out of its
authorized shares of Common Stock, solely for the purpose of issuance upon the
exercise of this Warrant, such number of shares of Common Stock as shall be
issuable upon the exercise of this Warrant. The Company covenants and agrees
that, upon exercise of this Warrant and payment of the Purchase Price therefor,
all shares of Common Stock issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable.
ARTICLE VIII. RESTRICTIONS ON TRANSFERABILITY OF WARRANTS AND SHARES;
COMPLIANCE WITH LAWS
Section 8.1 In General. This Warrant and the Warrant Shares issued upon
the exercise hereof shall not be transferable except upon the conditions
hereinafter specified, which conditions are intended to insure compliance with
the provisions of the 1933 Act (or any similar federal statute at the time in
effect) and any applicable state securities laws in respect of the transfer of
this Warrant or any such Warrant Shares.
Section 8.2 Restrictive Legends. Each Warrant shall bear on the face
thereof a legend substantially in the form of the notice endorsed on the first
page of this Warrant. Each certificate for shares of Common Stock initially
issued upon the exercise of any Warrant and each certificate for shares of
Common Stock issued to a subsequent transferee of such certificate shall, unless
otherwise permitted by the provisions of this Section 8.2, bear on the face
thereof a legend reading substantially as follows:
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THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES
LAW AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT (A) AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR (B) AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
The Company need not register a transfer of this Warrant or the Warrant
Shares unless the conditions specified in such legend are satisfied. In the
event that a registration statement covering the Warrant Shares shall become
effective under the 1933 Act and under any applicable state securities laws or
in the event that the Company shall receive an opinion of counsel satisfactory
to it that, in the opinion of such counsel, such legend is not, or is no longer,
necessary or required (including, without limitation, because of the
availability of the exemption afforded by Rule 144 of the General Rules and
Regulations of the Securities and Exchange Commission), the Company shall, or
shall instruct its transfer agents and registrars to, remove such legend from
the certificates evidencing the Warrant Shares or issue new certificates without
such legend in lieu thereof. All fees and expenses of counsel in connection with
the rendition of the opinion provided for in this Section 8.2 shall be paid by
the holder.
Section 8.3 Notice of Proposed Transfer; Registration Not Required. The
holder of this Warrant or of any Warrant Shares, by acceptance thereof, agrees
to give prior written notice to the Company of such holder's intention to
transfer such Warrant or the Warrant Shares relating thereto (or any portion
thereof) describing briefly the manner and circumstances of the proposed
transfer. Promptly after receiving such written notice, the Company shall
present copies thereof to Company counsel and to counsel designated by such
holder, who may be an employee of such holder. If in the opinion of each such
counsel the proposed transfer may be affected without registration or
qualification of such Warrant or the Warrant Shares under any federal or state
law, the Company, as promptly as practicable, shall notify such holder of such
opinion and of the terms and conditions, if any, to be observed, whereupon such
holder shall be entitled to transfer such Warrant or Warrant Shares, all in
accordance with the terms of the notice delivered to such holder by the Company.
If either of such counsel is unable to render such an opinion (in which case
said counsel shall set forth in writing the basis for the legal conclusions in
this regard), the Company shall promptly notify such holder that the proposed
transfer described in the written notice given pursuant to this subsection may
not be effected without such registration or qualification or without compliance
with the conditions of an exemptive regulation of the Commission and any
applicable state securities regulatory authority. Such holder shall not be
entitled to effect such transfer until such registration, qualification,
exemption or other compliance has become effective. All fees and expenses of
counsel in connection with the rendition of the opinions provided for in this
subsection shall be paid by the holder requesting the transfer.
ARTICLE IX. MISCELLANEOUS
Section 9.1 Warrant Holder As Owner. Prior to due presentment for
registration of transfer of this Warrant, the Company may deem and treat the
Warrant Holder as the absolute owner of this Warrant (notwithstanding any
notation of ownership or other writing hereon) for the purpose of any exercise
hereof and for all other purposes, and the Company shall not be affected by any
notice to the contrary.
Section 9.2 Warrant Holder Not Shareholder. This Warrant does not confer
upon the holder hereof any right to vote or to consent or to receive notice as a
shareholder of the Company, as such, in respect of any matters whatsoever, or
any other rights or liabilities as a shareholder, prior to the exercise hereof
as hereinbefore provided.
Section 9.3 Warrant Holder Representation. Notwithstanding anything to
the contrary herein, the Warrant Holder represents and warrants that (a) it
acknowledges that the Warrant and the Warrant Shares have not
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been registered under the 1933 Act or any state securities laws, (b) the
Warrants and the Warrant Shares (unless such Warrants and/or Warrant Shares, as
the case may be, are registered under the 1933 Act and applicable state
securities laws) are being and will be issued pursuant to an exemption from
registration for non-public offerings or offerings to one or more accredited
investors, (c) that the Warrant Holder is acquiring the Warrant and will acquire
the Warrant Shares (unless such Warrants and/or Warrant Shares are registered
under the 1933 Act and applicable state securities laws) for the Warrant
Holder's own account and not with a view toward their distribution, (d) the
Warrant Holder is experienced in making investments of this nature and has the
necessary sophistication to be able to evaluate the merits of this investment
and (e) the Warrant Holder will not sell, offer for sale, pledge or otherwise
hypothecate the Warrant or the Warrant Shares (unless such shares are registered
under the 1933 Act and applicable state securities laws) in the absence of an
opinion of counsel reasonably acceptable to the Company, that the sale, offer
for sale, pledge or hypothecation of the Warrant and Warrant Shares is exempt
from the registration and prospectus delivery requirements of the 1933 Act and
applicable state securities laws.
Section 9.4 Partial Exercise and Partial Assignment.
(a) If this Warrant is exercised in part only, the holder shall
upon surrender hereof be entitled to receive a new Warrant, registered
in the name of the holder or its nominee. This Warrant may be assigned
either in whole or in part by surrender of this Warrant at the principal
office of the Company in Denver, Colorado (with the assignment or, as
the case may be, partial assignment form at the end hereof duly
executed). If this Warrant is assigned, a new Warrant shall be issued to
the holder hereof, registered in the name of such holder or its nominee.
The assignee shall also be entitled to receive a new Warrant, registered
in the name of such assignee or its nominee.
(b) Subject to the provisions of paragraph (a) of this Section
9.4 this Warrant and the Warrant Shares may not be sold or otherwise
disposed of except as follows:
(i) to a person who, in the opinion of counsel reasonably
satisfactory to the Company, is a person to whom this Warrant or
the Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus
under the 1933 Act with respect thereto and then only against
receipt of an agreement of such person to comply with the
provisions of this Warrant with respect to any resale or other
disposition of such securities; or
(ii) to any person upon delivery of a prospectus then
meeting the requirements of the 1933 Act relating to such
securities (as to which a registration statement under the 1933
Act shall then be in effect) and the offering thereof for such
sale or disposition.
Section 9.5 Successors. All the covenants, agreements, representations
and warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.
Section 9.6 Severability. Should any part of this Warrant for any reason
be declared invalid, such decision shall not affect the validity of any
remaining portion, which remaining portion shall remain in force and effect as
if this Warrant had been executed with the invalid portion thereof eliminated,
and it is hereby declared the intention of the parties hereto that they would
have executed and accepted the remaining portion of this Warrant without
including therein any such part, parts or portion which may, for any reason, be
hereafter declared invalid.
Section 9.7 Notices. Any notices required to be given pursuant to the
terms hereof shall be given (unless otherwise herein expressly provided) in
writing and either (i) personally delivered, (ii) sent by certified, return
receipt requested, (iii) sent by prepaid overnight courier, or (iv) transmitted
by telecopier or similar device, with confirmation of receipt. Notices shall be
addressed, if to holder of Warrants or Warrant Shares, to:
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Cinergy Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Director, Business Development
or to such other address of such holder appearing in the register maintained by
the Company, and if to the Company, to:
KFx Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
For purposes of this Warrant, any notice sent by mail shall be demand
given on the date deposited in the mail.
Section 9.8 Headings. The Article headings in this Warrant are inserted
for purposes of convenience only and shall have no substantive effect.
Section 9.9 Law Governing. This Warrant is delivered in the State of New
York and shall be construed and enforced in accordance with, and governed by,
the laws of the State of New York.
Section 9.10 Amendments and Modifications. This Warrant may be amended
or modified only with the prior written consent of the holder hereof.
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WITNESS the seal of the Company and the signatures of its duly
authorized officers.
KFx Inc.
_________________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer
(SEAL)
_________________________________________
▇. ▇. ▇▇▇▇▇▇▇, Secretary
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KFx Inc.
SUBSCRIPTION FORM
(To be executed by the Registered Holder in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to
purchase __________ shares (the "Shares") of common stock, $.001 par value, (the
"Common Stock") of KFx Inc. (the "Company") covered by the Common Stock Purchase
Warrant, dated July 24, 2001 (the "Warrant") and herewith makes payment of the
purchase price of such Shares in accordance with the terms of the Warrant. The
undersigned requests a certificate for such Shares to be registered in the name
of _________________, whose address is_________________. If said number of
Shares is less than all of the Shares issuable under the Warrant, the
undersigned further requests that a new warrant representing the right to
acquire the remaining balance of the Shares to be registered in the
name_____________, whose address is__________________.
The undersigned hereby represents and warrants that:
(a) the Shares have not been registered under the Securities Act
of 1933, as amended (the "Act") or any state securities laws,
(b) the Shares (unless such Shares are registered under the Act
and applicable state securities laws) are being and will be issued
pursuant to an exemption from registration for non-public offerings or
offerings to one or more accredited investors,
(c) it is acquiring the Shares (unless such Shares are registered
under the Act and applicable state securities laws) for its own account
and not with a view toward their sale or distribution,
(d) it is experienced in making investments of this nature and
has the necessary sophistication to be able to evaluate the merits of
this investment, and
(e) it will not sell, offer for sale, pledge or otherwise
hypothecate the Shares (unless such Shares are registered under the Act
and applicable state securities laws) in the absence of an opinion of
counsel reasonably acceptable to the Company, that the sale, offer for
sale, pledge or hypothecation of the Shares is exempt from the
registration and prospectus delivery requirements of the Act and
applicable state securities laws.
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(f) the Shares are being acquired in accordance with and subject
to the terms, provisions and conditions of the Warrant, to all of which
it hereby expressly assent.
Very truly yours,
____________________________
Print Name: ____________________________
Address: ____________________________
____________________________
Receipt of the above is hereby acknowledged:
KFx Inc.
By: ________________________
Title: ________________________
Date: ________________________
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ASSIGNMENT
----------
FOR VALUE RECEIVED ______________________________________ hereby sells,
assigns and transfers unto _______________________________________ the within
Warrant and all rights evidenced thereby and does irrevocably constitute and
appoint, __________________ _____________________ as attorney-in-fact, to
transfer the said Warrant on the books of the within named Company.
Dated: _____________________________
PARTIAL ASSIGNMENT
------------------
FOR VALUE RECEIVED ________________________________________ hereby
sells, assigns and transfers unto ________________________________________ that
portion of the within Warrant and the rights evidenced thereby which will on the
date hereof entitle the holder to purchase ____________ shares of Common Stock
of _______________________________, irrevocably constitute and appoint
_____________________________, attorney-in-fact, to transfer that part of the
said Warrant on the books of the within named Company.
Dated: _____________________________
