0001393905-14-000044 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 6th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada

EMPLOYMENT AGREEMENT (the “Agreement”) between Blue Earth, Inc., a Nevada corporation (the “Company”) and Donald R. Kendall, Jr. (the “Executive”), dated as of this 31st day of January, 2014 (the “Effective Date”).

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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, 2014
Equity Exchange Agreement • February 6th, 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”).

SALE OF GOODWILL AGREEMENT
Sale of Goodwill Agreement • February 6th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada

AGREEMENT (the “Agreement”) dated as of January 31, 2014 (the “Execution Date”)by and between Donald R. Kendall, Jr., an individual with an address at 711 Louisiana, Suite 1750, Pennzoil Building, South Tower, Houston, Texas 77002 (referred to as “Seller”) and Blue Earth, Inc. a Nevada corporation with a principal place of business located at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada 89052 (referred to herein as “Blue Earth” or “Purchaser”).

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