Letter Agreement Extending Expiration Date of March 28, 2002 Purchase Agreement Warrants between Evergreen Energy Inc. and Warrant Holders

Summary

Evergreen Energy Inc. and the holders of certain common stock purchase warrants originally issued under a March 28, 2002 Purchase Agreement have agreed to extend the expiration date of these warrants from January 31, 2011 to March 31, 2011. The company confirms it has taken all necessary corporate actions to authorize this extension. Warrant holders acknowledge and consent to the new expiration date by countersigning the letter.

EX-4.1 2 exh4-1.htm LETTER REGARDING EXTENSION OF THE MARCH 28, 2002 PURCHASE AGREEMENT WARRANTS exh4-1.htm

Exhibit 4.1

January 31, 2011

Re:

Common Stock and Warrant Purchase Agreement Dated as of March 28, 2002, as amended (the “Purchase Agreement”)

Gentlemen:

Reference is made to the Purchase Agreement and the common stock purchase warrants issued pursuant thereto and currently outstanding as listed on Exhibit A attached to this letter (the “Warrants”).

The Warrants have an expiration date, as extended, of January 31, 2011 (the “Expiration Date”). The Company has extended the Expiration Date to March 31, 2011. The Company represents and warrants to each of the holders of the Warrants that all necessary corporate action to authorize the extension of the Expiration Date has been taken and the Company has full power and authority to issue this letter.

For our records, please acknowledge receipt of this letter and your consent to the extension of the Expiration Date of the Warrants to March 31, 2011 by countersigning this letter where indicated below.

EVERGREEN ENERGY INC.

By:______________________________

Thomas B. Stoner,

Chief Executive Officer

1225 17th Street, Suite 1300

Denver, CO USA 80202-5506

www.evgenergy.com

The undersigned investors acknowledge and agree to the terms of this letter:











						By: {Warrant holder}

1225 17th Street, Suite 1300

Denver, CO USA 80202-5506

www.evgenergy.com

EXHIBIT A

Outstanding Warrants

1225 17th Street, Suite 1300

Denver, CO USA 80202-5506