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....Merger Agreement • July 19th, 2013 • 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.”
