0001017951-10-000054 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 17th, 2010 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2010, between Evergreen Energy Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT EVERGREEN ENERGY INC.
Common Stock Purchase • March 17th, 2010 • Evergreen Energy Inc • Bituminous coal & lignite surface mining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on March __, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Evergreen Energy Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

CONFIDENTIAL
Evergreen Energy Inc • March 17th, 2010 • Bituminous coal & lignite surface mining • New York
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