ContractBlue Earth, Inc. • September 14th, 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.
OMNIBUS AMENDMENT AND JOINDER AGREEMENTAnd Joinder Agreement • September 14th, 2015 • Blue Earth, Inc. • Electric services • New York
THIS OMNIBUS AMENDMENT AND JOINDER AGREEMENT (this “Agreement”) dated as of September 10, 2015, is by and among (i) E2B Growth, Inc., a Nevada corporation (“E2B”); (ii) EnSite Power, Inc., a Nevada corporation (“EnSite” and together with E2B, each referred to as a “New Subsidiary” and collectively referred to as the “New Subsidiaries”); (iii) BLUE EARTH, INC., a Nevada corporation (the “Borrower”), (iv) BLUE EARTH GENERATOR, INC., a Nevada corporation (“BE Gen”); (v) BLUE EARTH FINANCE, INC., a Nevada corporation (“BE Finance”); (vi) BLUE EARTH ENERGY MANAGEMENT SERVICES, INC., a California corporation (“BE Energy Mgt”); (vii) BLUE EARTH SOLAR, INC., a California corporation (“BE Solar”); (viii) BLUE EARTH POWER PERFORMANCE SOLUTIONS, INC., an Oregon corporation (“BE Power”); (ix) ECOLEGACY GAS & POWER, LLC, a California limited liability company (“Ecolegacy”); (x) BLUE EARTH ENERGY POWER SOLUTIONS, LLC, an Oregon limited liability company (“BE Energy Power”); (xi) BLUE EARTH TECH, INC
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 14th, 2015 • Blue Earth, Inc. • Electric services • New York
This NOTE PURCHASE AGREEMENT (as modified, amended, extended, restated, amended and restated or supplemented from time to time, this “Agreement”), dated as of September 10, 2015, is being entered into by and between Blue Earth, Inc. (“Borrower”), a Nevada corporation, and Jackson Investment Group, LLC, a Georgia limited liability company, together with successors or registered assigns, as the Purchaser (the “Lender”).
