EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 31st, 2014 • Blue Earth, Inc. • Electric services • Delaware
This Equity Exchange Agreement (this “Agreement”), dated as of October 27, 2014 is by and between Blue Earth, Inc., a Nevada corporation and its subsidiaries and Affiliates, with an address at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada 89052 (“Blue Earth,” or the “Company”), and PowerGenix Systems, Inc., a Delaware corporation and its subsidiaries and Affiliates with an address at 4275 Executive Square, Suite 1000, La Jolla, California 92037 (together with its successors and permitted assigns, “PowerGenix”). Collectively, PowerGenix and Blue Earth are referred to as the “Parties.” “Affiliate” of any Party means any entity that directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with such party.
POWERGENIX SYSTEMS, INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • October 31st, 2014 • Blue Earth, Inc. • Electric services • California
THIS SERIES C PREFERRED STOCK PURCHASE AND RECAPITALIZATION AGREEMENT (the “Agreement”) is made and entered into as of October 27, 2014, by and among POWERGENIX SYSTEMS, INC., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
