0001144204-08-056361 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 7th, 2008 • KL Energy Corp • Services-motion picture & video tape production • California

This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2008, by and among KL Energy Corporation, a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of KL ENERGY CORPORATION
Common Stock Purchase Warrant • October 7th, 2008 • KL Energy Corp • Services-motion picture & video tape production

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled upon the other terms and limitations on exercise hereinafter set forth, at any time on or after [DATE OF ISSUANCE], 2008 (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from KL Energy Corporation, a Nevada corporation, (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”).

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