THIS FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT (the “ First Amendment ”) is
made this 3rd day of April 2006, among KFx Inc. a Delaware corporation (“ Buyer ”), New Meadville Forging,
Inc., a Delaware corporation (“ Seller ”), and Keller Group, Inc., an Illinois corporation (“ Keller ”) .
R E C I T A L S
WHEREAS, Buyer, Seller and Keller entered into that certain Share Purchase Agreement dated March
6, 2006 (the “ Purchase Agreement ”); and
WHEREAS, Buyer, Seller and Keller now desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, Buyer, Seller and Keller hereby agree as follows:
1. Definitions . Except as otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Purchase Agreement.
2. Purchase Agreement Section 2.3 Closing Payment . Purchase Agreement Section 2.3 Closing
Payment is hereby deleted in its entirety and replaced in its entirety with the following:
3. Purchase Agreement Section 2.6 Allocation of Purchase Price . The first sentence of Purchase
Agreement Section 2.6 Allocation of Purchase Price is hereby amended by deleting the words “prior to Closing”
and inserting the following replacement words “not later than thirty (30) days after Closing”.
4. Purchase Agreement Section 4.9 Employee Benefit Plans and Other Compensation
Arrangements is hereby amended by new Section 4.9 (g) as follows:
5. Purchase Agreement Section 9.1 Indemnification of Buyer is hereby deleted in its entirety and
replaced in its entirety with the following:
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
2.3 Closing Payment . Subject to the terms and conditions of this Agreement, Buyer
shall pay and deliver at the Closing the Purchase Price to Seller as follows: (a) issue to Seller 118,821
shares of Common Stock, $.001 par value per s