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

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:______________________________

 Xxxxxx X. Xxxxxx,

          Chief Executive Officer

0000 00xx Xxxxxx, Xxxxx 0000

Xxxxxx, XX XXX 00000-0000

xxx.xxxxxxxxx.xxx

 Evergreen Energy Inc. LOGO"/>

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

    By:  {Warrant holder}

0000 00xx Xxxxxx, Xxxxx 0000

Xxxxxx, XX XXX 00000-0000

xxx.xxxxxxxxx.xxx

 Evergreen Energy Inc. LOGO"/>

EXHIBIT A

Outstanding Warrants

0000 00xx Xxxxxx, Xxxxx 0000

Xxxxxx, XX XXX 00000-0000

xxx.xxxxxxxxx.xxx