0001104659-10-003326 Sample Contracts

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 27th, 2010 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 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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January 26, 2010
Placement Agent Agreement • January 27th, 2010 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • New York
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