This REGISTRATION RIGHTS AGREEMENT, dated as of April 3, 2006 (this "Agreement"), is made
and entered into by and between KFx Inc., a Delaware corporation (the "Company"), and New Meadville
Forging, Inc., a Delaware corporation (“Seller”) and Keller Group, Inc, and Illinois corporation (“Holder”), with
reference to the following facts:
WHEREAS, the Company, Seller and Holder are parties to that certain Share Purchase Agreement,
dated as of March 6, 2006 and amended as of April 3, 2006 (the "Purchase Agreement"), pursuant to which the
Company has agreed to issue to Holder 118,821 shares of Company’s common stock, par value $.001 (the
Stock Consideration Shares).
WHEREAS, a condition precedent to the closing of the transactions contemplated by the Purchase
Agreement is the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto further agree hereby as follows:
1. Certain Definitions . Capitalized terms used and not defined herein shall have the same meanings
given to such terms in the Purchase Agreement. The following definitions shall apply for purposes of this
1.1 " Form S-3 " means such form under the Securities Act as in effect on the date hereof or
any registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or
incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.2 " Holder(s) " means Keller Group, Inc, and any person owning or having the right to
acquire Registrable Securities as described herein.
1.3 " Register ", " registered ", and " registration " refer to a registration effected by preparing