AGREEMENT AND PLAN OF MERGER by and among BLUE EARTH SOLUTIONS, INC. BLUE EARTH ACQUISITION, INC. and RM HEALTH INTERNATIONAL, INC.Merger Agreement • May 20th, 2008 • Blue Earth Solutions, Inc. • Food and kindred products • Nevada
THIS AGREEMENT AND PLAN OF MERGER is entered into as of May 16, 2008 by and among RM HEALTH INTERNATIONAL, INC., a Nevada corporation (“Parent”), BLUE EARTH ACQUISITION, INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and BLUE EARTH SOLUTIONS, INC., a Delaware corporation (the “Company”).
STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of Blue Earth Solutions, Inc.Stock Purchase Warrant • October 2nd, 2008 • Blue Earth Solutions, Inc. • Food and kindred products • Nevada
THIS CERTIFIES that, for value received, ________________ (the “Holder”), shall have the right to purchase from Blue Earth Solutions, Inc., a Nevada corporation (the “Company”), _______________ fully paid and nonassessable shares of the Company’s Common Stock (the “Common Stock”) at an exercise price of $1.33 US per share (the "Exercise Price"), subject to further adjustment as set forth in Section 3 hereof, at any time on or before December 31, 2010 (the “Termination Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2008 • Blue Earth Solutions, Inc. • Food and kindred products • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 25th day of March, 2008 by and between Blue Earth Solutions, Inc., a Delaware a corporation (hereinafter called the “Company”) and Claudia Iovino (hereinafter called the “Employee”), to assume the position of Senior Director of Research and Development.
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2008 • Blue Earth Solutions, Inc. • Food and kindred products • Florida
This Employment Agreement (this “Agreement”) is made as of February 5th, 2008, by and between Blue Earth Solutions, Inc., a Delaware corporation (the “Employer”), and Paul Slusarczyk (the “Employee”).
STOCK PURCHASE AGREEMENT between BLUE EARTH SOLUTIONS, INC., DATAMEG CORPORATION, and AMERICAN MARKETING & SALES, INC. Dated as of March 17, 2009 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products • Delaware
STOCK PURCHASE AGREEMENT, dated as of March 17, 2009 (the “Agreement”), between Blue Earth Solutions, Inc., a Nevada corporation (“Buyer”), Datameg Corporation, a Delaware corporation (“Seller”) and American Marketing & Sales, Inc., a Massachusetts corporation (the “Company”).
Commercial LeaseCommercial Lease • May 20th, 2008 • Blue Earth Solutions, Inc. • Food and kindred products
This lease is made between EFS of 6138 S.Hampshire Cl. Windermere FL 34786, herein called Lessor, and Blue Earth Solutions, herein called Lessee. Lessee hereby offers to lease from Lessor the premises situated in the City of Clermont, County of Lake, State of Florida, described as 13511 Granville Ave. 34711 upon the following TERMS and CONDITIONS:
ContractSecured Promissory Note • March 31st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), UNDER ANY STATE SECURITIES LAW, OR UNDER ANY "BLUE SKY" LAWS, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT AND OF THE "BLUE SKY" LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE, AS ESTABLISHED BY A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO DATAMEG CORPORATION.
CONSULTING AGREEMENTConsulting Agreement • May 20th, 2008 • Blue Earth Solutions, Inc. • Food and kindred products
This Agreement is made on April 1, 2008 between Blue Earth Solutions Inc (the "Company") and Richard Iantosca (the "Consultant"), a chemical specialist. The Consultant has extensive experience regarding the chemical structure of poly styrene and other chemicals used by the Company, and the Company seeks to benefit from the Consultant's expertise by retaining the Consultant as an exclusive Technical Consultant. The Consultant wishes to perform consulting services for the Company. Accordingly, the Company and the Consultant agree as follows:
Service Agreement for Recycling ServiceService Agreement • August 1st, 2008 • Blue Earth Solutions, Inc. • Food and kindred products • Florida
This agreement dated July 29, 2008, is made by and between U.S. Transport whose address is 12740 Kenan Drive Ste 150 referred to as “Client”, and Blue Earth Solutions, Inc. whose address is 13511 Granville Avenue Clermont, Florida 34711, referred to as “Blue Earth Solutions, Inc.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 20th, 2008 • Blue Earth Solutions, Inc. • Food and kindred products • Florida
This Agreement (“Agreement") is made and entered into as of this 14th day of February, 2008, by and between BLUE EARTH SOLUTIONS, INC., a Delaware corporation ("Buyer”), 8306 Tibet Butler Drive, Windermere, Florida 34786 and PARLIAMENT CONSULTING LLC, a Florida Limited Liability Company, 1885 SW 4th Ave., Delray Beach, FL 33444, and CLAUDIA and NICHOLAS IOVINO, 6364 Amberwoods Drive, Boca Raton, Florida 33433 (collectively "SELLER") (the parties to this Agreement are hereinafter referred to as the "PARTIES")
AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • March 2nd, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
This Amendment to Agreement for Purchase and Sale of Real Property entered into as of February 23, 2009 by and between Blue Earth Solutions Georgia, Inc., a Georgia Corporation, a wholly owned subsidiary of Blue Earth Solutions, Inc., a Nevada Corporation ("Purchaser") and Stanley Konter, Rose Konter, Natalie Sarnat, Jonathan Sarnat, Elissa Konter & Harris Konter. ("Seller");
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 2nd, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
This Amendment to Purchase Agreement entered into as of February 12, 2009 by and between BLUE EARTH SOLUTIONS TENNESSEE Inc., a Tennessee corporation ("Purchaser") and THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, A New York corporation, successor by merger to Berkshire Life Insurance Company, a Massachusetts corporation ("Seller");
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • April 6th, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
This Second Amendment to Purchase Agreement (“Second Amendment”) entered into as of March 25, 2009 by and between BLUE EARTH SOLUTIONS TENNESSEE, Inc., a Tennessee corporation (“Purchaser”) and THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, New York corporation, successor by merger to Berkshire Life Insurance Company, a Massachusetts corporation (“Seller”);
AMENDMENT 2 TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • April 6th, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
This Amendment to Agreement for Purchase and Sale of Real Property entered into as of March 31, 2009 by and between Blue Earth Solutions Georgia Inc., a Georgia Corporation, a wholly owned subsidiary of Blue Earth Solutions, Inc., a Nevada Corporation (“Purchaser”) and Stanley Konter, Rose Konter, Natalie Sarnat, Jonathan Sarnat, Elissa Konter & Harris Konter. (“Seller”);
THIRD AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • May 1st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
This THIRD Amendment to Purchase Agreement (“Third Amendment”) entered into as of April 29, 2009 by and between BLUE EARTH SOLUTIONS TENNESSEE Inc., a Tennessee corporation (“Purchaser”) and THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York corporation, successor by merger to Berkshire Life Insurance Company, a Massachusetts corporation (“Seller”)
Service Agreement for Recycling ServiceService Agreement • August 1st, 2008 • Blue Earth Solutions, Inc. • Food and kindred products • Florida
This agreement dated July 24, 2008, is made by and between Kenco Logistics whose address is 13201 S. Orange Avenue, Orlando, Florida referred to as “Client”, and Blue Earth Solutions, Inc. whose address is 13511 Granville Avenue Clermont, Florida 34711, referred to as “Blue Earth Solutions, Inc.”
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYPurchase and Sale Agreement • January 20th, 2009 • Blue Earth Solutions, Inc. • Food and kindred products • Georgia
This Agreement of Purchase and Sale for Commercial Property (the “Agreement”) by and between Stanley Konter, Rose Konter , Natalie Sarnat, Jonathan Sarnat, Elissa Konter & Harris Konter (“Seller”) and Blue Earth Solutions Georgia, Inc., a Georgia Corporation, a wholly owned subsidiary of Blue Earth Solutions, Inc., a Nevada Corporation (“Purchaser”) wherein Seller agrees to sell and Purchaser agrees to purchase property under the terms and conditions set forth herein.
THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • April 21st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
This Third Amendment to Agreement for Purchase and Sale of Real Property entered into as of April 15, 2009 by and between the Blue Earth Solutions Georgia, Inc., A Georgia Corporation, a wholly owned subsidiary of Blue Earth Solutions, Inc., A Nevada Corporation (“Purchaser”) and Stanley Konter, Rose Konter, Natalie Sarnat, Jonathan Sarnat, Elissa Konter & Harris Konter. (“Seller”)
ASSIGNMENT AND ASSUMPTION ON AGREEMENT AMONG BLUE EARTH SOLUTIONS, INC., DATAMEG CORPORATION, AMERICAN MARKETING & SALES, INC., AND THE PRINCIPAL SHAREHOLDERS.Assignment and Assumption Agreement • March 31st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products
This Assignment and Assumption Agreement is dated as of March 17, 2009 (the “Agreement”), between Blue Earth Solutions, Inc., a Nevada corporation (“Buyer” or “Blue Earth”), Datameg Corporation, a Delaware corporation (“Datameg” or “Seller” or “Parent Maker”), American Marketing & Sales, Inc., a Massachusetts corporation (the “Company” or “American Marketing”) and Leonard J. Tocci, Lynel J. Tocci, Leanne J. Whitney, and Linnea J. Clary. Leonard J. Tocci (collectively, the “Principal Shareholders”). This Assignment and Assumption Agreement is entered into on the basis of the following facts, understandings and intentions of the parties.
PURCHASE AGREEMENT (4210 B.F. Goodrich Boulevard)Purchase Agreement • January 20th, 2009 • Blue Earth Solutions, Inc. • Food and kindred products • Tennessee
This PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of January 8, 2009 (the “Effective Date”), by and between THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York corporation, successor by merger to Berkshire Life Insurance Company, a Massachusetts corporation (“Seller”), and BLUE EARTH SOLUTIONS TENNESSEE INC., a Tennessee corporation (“Purchaser”).
