COMMON STOCK PURCHASE WARRANT BLUE EARTH, INC.Common Stock Purchase Warrant • October 28th, 2015 • Blue Earth, Inc. • Electric services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (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 October 27, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on October 26, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Earth, Inc., a Nevada corporation (the “Company”), up to 1,500,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2015 • Blue Earth, Inc. • Electric services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 15, 2015, between Blue Earth, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
GENESIS FLUID SOLUTIONS HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 24th, 2009 • Genesis Fluid Solutions Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Director and Officer Indemnification Agreement, dated as of December 15, 2009 (this “Agreement”), is made by and between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”), and Selby F. Little, III (the “Indemnitee”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONGAgreement of Merger and Plan of Reorganization • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on October 30, 2009, by and among Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (“Parent”), Genesis Fluid Solutions Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Genesis Fluid Solutions, Ltd., a Colorado corporation (the “Company”).
BLUE EARTH, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 27th, 2012 • Blue Earth, Inc. • Construction machinery & equip
This INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement"), dated as of the 1st day of January, 2011 (the "Grant Date"), is between Blue Earth, Inc., a Nevada corporation (the "Company"), and ____________________ (the "Optionee"), a key employee of the Company or of a Subsidiary of the Company (a "Related Corporation"), pursuant to the Blue Earth, Inc. 2009 Equity Incentive Plan (the "Plan").
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) between Blue Earth, Inc., a Nevada corporation (the “Company”) and Robert Potts (the “Executive”), dated as of this 21st day of April, 2014 (the “Effective Date”). This Agreement shall amend and restate in full, ab initio, the Employment Agreement, dated as of May 16, 2013, by and between the Company and the Executive (the “Original Agreement”), to memorialize and clarify the parties’ understanding when the Original Agreement was entered into and to correct certain errors in the Original Agreement.
CREDIT AGREEMENT DATED AS OF JANUARY 31, 2013, BUT MADE EFFECTIVE AS OF FEBRUARY 22, 2013, BY AND AMONG BLUE EARTH, INC., BLUE EARTH TECH, INC., BLUE EARTH ENERGY MANAGEMENT, INC., BLUE EARTH ENERGY MANAGEMENT SERVICES, INC., BLUE EARTH FINANCE, INC.,...Credit Agreement • February 28th, 2013 • Blue Earth, Inc. • Construction machinery & equip • Nevada
This CREDIT AGREEMENT (this “Agreement”), dated as of January 31, 2013, but made effective as of February 22, 2013 (the “Effective Date”), is executed by and among BLUE EARTH, INC., a Nevada corporation (the “Issuing Borrower”), BLUE EARTH TECH, INC., a Nevada corporation, BLUE EARTH ENERGY MANAGEMENT, INC., a Nevada corporation, BLUE EARTH ENERGY MANAGEMENT SERVICES, INC., a Nevada corporation, BLUE EARTH FINANCE, INC., a Nevada corporation, BLUE EARTH ENERGY PARTNERS, LLC, a Nevada limited liability company, CASTROVILLA, INC., a California corporation, XNERGY, INC., a California corporation, HVAC CONTROLS & SPECIALTIES, INC., an Idaho corporation, and ECOLEGACY GAS & POWER, LLC, a California limited liability company (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers” or the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP, a C
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2007 • Cherry Tankers Inc • New York
this investment will not cause any undue financial difficulties or affect the Investor’s ability to provide for the Investor’s current needs and possible financial contingencies, and that the Investor’s commitment to all speculative investments (including this one if the Investor’s subscription is accepted by the Company) is reasonable in relation to the Investor’s net worth and annual income;
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada
EMPLOYMENT AGREEMENT (the “Agreement”) between Blue Earth, Inc., a Nevada Corporation (the “Company”) and Ray Lundberg (the “Executive”), dated as of this 16th day of May, 2013 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER By and among MPS ACQUISITION CORP. as the Buyer, A wholly-owned subsidiary of BLUE EARTH, INC., and Millennium Power Solutions, LLC and The Members named herein as the Key Members, EFFECTIVE DATE August 23, 2013Agreement and Plan of Merger • January 27th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Oregon
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of August 23, 2013 (the “Signing Date”) by and among Millennium Power Solutions, LLC, an Oregon limited liability company (the "Company"); Blue Earth, Inc., a Nevada corporation ("BBLU") and MPS Acquisition Corp. (the "Buyer"), a newly formed Oregon corporation; and Tim Hysell and Dan Sisson (the “Key Members”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 26th, 2014 • Blue Earth, Inc. • Electric services • Nevada
THIS COMMON STOCK PURCHASE AGREEMENT (“Agreement”), dated as of November 25, 2014, is between BLUE EARTH, INC., a Nevada corporation (the “Company”), and the Jackson Investment Group LLC, a Georgia limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 3rd, 2012 • Blue Earth, Inc. • Construction machinery & equip • California
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of December 29, 2010 (the “Signing Date”) by and among the stockholders of Castrovilla, Inc. set forth on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”); Castrovilla, Inc., a California corporation (the “Corporation” and/or the “Surviving Corporation); Blue Earth, Inc., a Nevada corporation (“BBLU”) and Castrovilla Energy, Inc. (the “Buyer”), a California corporation and wholly-owned subsidiary of Blue Earth Energy Management Services, Inc. (“BEEMS”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California
EMPLOYMENT AGREEMENT, effective as of September 1, 2011, by and between Blue Earth, Inc., a Nevada corporation, with offices located at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada, 89502 (the “Parent”), Xnergy, Inc., a California corporation and wholly owned subsidiary of the Parent, with offices at 2721 Loker Avenue West, Carlsbad, California 92010 (the “Company”); and Joseph Patalano, an individual with an address at 2721 Locker Avenue West, Carlsbad, CA 92010 (“Executive”).
AGREEMENT AND PLAN OF MERGER By and among INTELLIGENT POWER ACQUISITION, INC., A wholly-owned subsidiary of BLUE EARTH, INC., And The Stockholders named herein And INTELLIGENT POWER, INC., EFFECTIVE DATE: July 24, 2013Agreement and Plan of Merger • January 27th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Oregon
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 24, 2013, by and among: (a) the stockholders of Intelligent Power, Inc. set forth on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”); (b) Intelligent Power, Inc. , an Oregon corporation (the “Company”); (c) Blue Earth, Inc. , a Nevada corporation (“BBLU”); and (d) Intelligent Power Acquisition, Inc. (“Newco”), a newly formed Oregon corporation formed for the purpose of merging with and into the Company.
ContractBlue Earth, Inc. • October 28th, 2015 • Electric services
NEITHER THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
CONSULTING LETTER OF AGREEMENTConsulting Letter of Agreement • May 5th, 2014 • Blue Earth, Inc. • Construction machinery & equip • California
This agreement (the "Agreement") is made and entered into, effective February 17, 2014 ("Effective Date"), by and between Blue Earth Inc. (BE), and including jointly D. Jason Davis (Davis), and Joey Patalano (Patalano) the consultants (Consultants). Xnergy (Xnergy) is a wholly owned subsidiary of BE (and hereinafter BE and Xnergy are collectively referred to as BE). Development of renewable energy projects or brokering of renewable energy projects is defined as a project (Project).
ADDENDUM AGREEMENT TO THE ASSET PURCHASE ADDENDUM AGREEMENTDisbursement Agreement • August 5th, 2014 • Blue Earth, Inc. • Construction machinery & equip • California
This ADDENDUM AGREEMENT TO THE ASSET PURCHASE AGREEMENT (the “Addendum Agreement”) is entered into on July 28, 2014, by and among Lenape II Solar LLC, a Nevada Limited Liability Company (“Buyer”), and New Generation Power, LLC, an Illinois Limited Liability Company and NGP Lenape Solar II, LLC, an Illinois Limited Liability Company (jointly and severally “Seller”). Buyer and Seller are referred to collectively as the “Parties” and each individually as a “Party.” Definitions of capitalized terms not otherwise defined herein are set out in Exhibit A attached hereto and made a part hereof.
ContractEmployment Agreement • August 31st, 2010 • Genesis Fluid Solutions Holdings, Inc. • Construction machinery & equip • Nevada
GENESIS FLUID SOLUTIONS HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _____ day of _____ 20_____ (the “Grant Date”), is between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”), and _____ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Genesis Fluid Solutions Holdings, Inc. 2009 Equity Incentive Plan (the “Plan”).
EQUITY EXCHANGE AGREEMENT by and among BLUE EARTH, INC., a Nevada corporation, (the “Buyer”), KENMONT SOLUTIONS CAPITAL GP, LLC, a Delaware limited liability company, (“Kenmont”) and DONALD R. KENDALL, JR. (the “Seller”) Dated: January 31, 2014Equity Exchange Agreement • March 18th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada
This EQUITY EXCHANGE AGREEMENT (the “Agreement”), dated as of January 31, 2014, by and among Blue Earth, Inc., a Nevada corporation (the “Buyer”), Kenmont Solutions Capital GP, LLC, a Delaware limited liability company (“Kenmont”), and Donald R. Kendall, Jr., an individual with an address at 711 Louisiana, Suite 1750, Pennzoil Building, South Tower, Houston, Texas 77002 (the “Seller”, and collectively with Buyer and Kenmont, the “Parties”).
AGREEMENT AND PLAN OF MERGER By and among IPS ACQUISITION CORP. as the Buyer, A wholly-owned subsidiary of BLUE EARTH, INC., and The Stockholders named herein as the Stockholders, and IPS Power Engineering Inc. & Global Renewable Energy Group, Inc....Agreement and Plan of Merger • January 27th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Utah
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 15, 2013 (the “ Signing Date ”) by and among IPS Power Engineering Inc., a Utah corporation (“ IPS ”), Global Renewable Energy Group, Inc., a Nevada corporation (“ GREG ”), the stockholders of IPS named on the signature page hereto (the “ IPS Stockholders ”), the stockholders of GREG (the “ GREG Stockholders ”) set forth on Schedule A attached hereto (the IPS Stockholders and GREG Stockholders each sometimes referred to as a " Stockholder " and collectively, the " Stockholders "), each of the subsidiaries and Affiliates of IPS and GREG set forth on Schedule B attached hereto, Blue Earth, Inc., a Nevada corporation (" BBLU "), and BBLU’s wholly-owned subsidiary, IPS Acquisition Corp., a newly formed Utah corporation (“ Buyer ”). IPS, GREG, Stockholders, BBLU and Buyer each may be referred to in this Agreement as a “ Party ” and may be collectively referred to as the “ Parties .”
ESCROW AGREEMENTEscrow Agreement • March 31st, 2011 • Blue Earth, Inc. • Construction machinery & equip • New York
ESCROW AGREEMENT (this "Agreement") dated as of October 30,2009, among Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the "Company"), Michael Hodges, a shareholder of Genesis Fluid·Solutions, Ltd., a Colorado corporation ("GFS"), that received shares of the Company in the Merger (as defined below) ("Hodges"), and Sichenzia Ross Friedman Ference LLP, as escrow agent (the "Escrow Agent").
CONSULTING AGREEMENTConsulting Agreement • May 20th, 2011 • Blue Earth, Inc. • Construction machinery & equip
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into effect as of this 16th day of May, 2011, by and between Blue Earth Inc., a Nevada corporation, with an address at 2298 Horizon Ridge Pkway, Suite 205, Henderson, NV 89052 (the “Company”), and Kaye Loughrey, an individual, with an address at 4576 Echo Lane, Stacy, MN 55079, (“Consultant”).
POWERGENIX CONTRIBUTION AGREEMENTContribution Agreement • September 4th, 2015 • Blue Earth, Inc. • Electric services • Nevada
This Contribution Agreement (the “Agreement”), dated as of August 31, 2015, is by and between Blue Earth, Inc., a Nevada corporation (the “Transferor”), and EnSite Power, Inc., a Nevada corporation (the “Transferee”).
FORM OF BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • August 26th, 2014 • Blue Earth, Inc. • Electric services • Nevada
This Board of Directors Agreement (the “Agreement”), effective as of August 25, 2016 is entered into by and between BLUE EARTH, INC., a Nevada corporation (hereinafter referred to as the “Company”), and Alan P. Krusi, an individual (the “Director”) individually a “Party” or collectively “Parties”.
BLUE EARTH, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 27th, 2012 • Blue Earth, Inc. • Construction machinery & equip • Nevada
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 14th of December 2010 (the “Grant Date”), is between Blue Earth, Inc., a Nevada corporation (the “Company”), and ____________________ (the “Optionee”), a director, officer or employee of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Blue Earth , Inc. 2009 Equity Incentive Plan (the “Plan”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of October 30, 2009, by Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (“Assignor”), and Cherry Tankers Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 10th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Florida
This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into on April 4, 2014, by and among SSA Solar of HI, LLC, a Hawaii limited liability company (“Buyer”), and Waianae PV-02 LLC, a Hawaii limited liability company (“Seller”). Buyer and Seller are referred to collectively as the “Parties” and each individually as a “Party.” Definitions of capitalized terms not otherwise defined herein are set out in Exhibit A attached hereto and made a part hereof.
INDEPENDENT CONSULTING AGREEMENTIndependent Consulting Agreement • March 18th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada
This Independent Consulting Agreement (“Agreement”), effective as of November 15, 2011 (“Effective Date”) is entered into by and between Blue Earth, Inc., a Nevada corporation (herein referred to as the “Company”) and Remanco, Inc., a Delaware corporation (herein referred to as the “Consultant”).
GUARANTY AGREEMENTGuaranty Agreement • January 24th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California
WHEREAS, Buyer has agreed to purchase all of the assets of Humitech of North California, LLC, pursuant to an Asset Purchase Agreement dated as of December 29, 2010 (the “APA”) and all of the capital stock of Castrovilla, Inc. from the Sellers in a merger transaction pursuant to an Agreement and Plan of Reorganization dated as of December 29, 2010 (the “Plan”) by and among the Sellers, Castrovilla, Inc., and Buyer for an aggregate purchase price of $2,150,000 (the “Purchase Price”);
SECURITIES PURCHASE AGREEMENT By and among BLUE EARTH, INC. as the Buyer, ECO LEGACY, LLC as the Company, and THE MEMBERS NAMED HEREIN, as the Sellers. EFFECTIVE DATE: AUGUST 31, 2011Securities Purchase Agreement • September 13th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 7, 2011, is entered into by and among the Members of ECO Legacy, LLC (the “Sellers”), ECO Legacy, LLC, a California limited liability company, (the “Company”) and Blue Earth, Inc., a Nevada corporation (the “Buyer”).
AMENDMENT #1 TO STRATEGIC AGREEMENTStrategic Agreement • March 27th, 2014 • Blue Earth, Inc. • Construction machinery & equip
THIS AMENDMENT #1, dated as of October 23, 2013 (the “Amendment”), to that certain Strategic Agreement, dated as of October 10, 2013 (the “Agreement”), by and among New Generation Power, LLC (“NGP”), Blue Earth, Inc. (“BE”), and Talesun Solar USA, Ltd. (“TSUN” and collectively, the “Parties”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2015 • Blue Earth, Inc. • Electric services
This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 24th day of February, 2015, by and among BLUE EARTH, INC., a Nevada corporation (the “Issuing Borrower”), BLUE EARTH TECH, INC., a Nevada corporation, BLUE EARTH GENERATOR, INC. (f/k/a Blue Earth Energy Management, Inc.), a Nevada corporation, BLUE EARTH FINANCE, INC., a Nevada corporation, BLUE EARTH ENERGY MANAGEMENT SERVICES, INC. (f/k/a Castrovilla, Inc.), a California corporation, BLUE EARTH SOLAR, INC. (f/k/a Xnergy), a California corporation, ECOLEGACY GAS & POWER, LLC, a California limited liability company, BLUE EARTH POWER PERFORMANCE SOLUTIONS, INC. (f/k/a Intelligent Power, Inc.), an Oregon corporation, BLUE EARTH ENERGY POWER SOLUTIONS, LLC (f/k/a Millennium Power Solutions, LLC), an Oregon limited liability company, BLUE EARTH CHP, INC. (f/k/a IPS Power Engineering, Inc.), a Utah corporation, MAILI PV 01, LLC, a Hawaii limited liability company (“Maili”), and SUMTER HEAT & POWER, LLC,
SUBSIDIARY CONTRIBUTION AGREEMENTContribution Agreement • September 4th, 2015 • Blue Earth, Inc. • Electric services • Nevada
This Contribution Agreement (the “Agreement”), dated as of August 31, 2015, is by and between Blue Earth, Inc., a Nevada corporation (the “Transferor”), and EnSite Power, Inc., a Nevada corporation (the “Transferee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 9th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada
This Subscription Agreement (this “Agreement”) dated as of ______________________, is entered into by and between Blue Earth, Inc., a Nevada corporation (the “Company”), and the undersigned investor (together with its successors and permitted assigns, the “Investor”) on the date set forth on the signature page hereof.
