AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 24th, 2011 • Blue Earth, Inc. • Construction machinery & equip • Nevada
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”).
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”);
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California
EMPLOYMENT AGREEMENT, effective as of January 1, 2011, by and between Castrovilla Inc., a California corporation with offices in Mountain View, California (the “Company”), and John Pink, an individual residing at 2713 Ramos Ct., Mountain View, California (“Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • January 24th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California
LOCK-UP AGREEMENT (the “Lock-Up Agreement”) dated as of December 30, 2010 (the “Signing Date” or “Closing Date”), by and among each of John Pink and Adam Sweeney (each of whom shall be individually referred to as “Seller” and collectively as the “Sellers”), Humitech of Northern California, LLC (“Humitech”) and Castrovilla Energy, Inc. a wholly-owned subsidiary of Blue Earth Energy Management Services, Inc. (the “Buyer”), a Nevada corporation, and Blue Earth, Inc. (“BE”).
ASSET PURCHASE AGREEMENT BY AND AMONG Castrovilla Energy, Inc. a wholly-owned subsidiary of Blue Earth Energy Management Services, Inc. as Buyer, Blue Earth, Inc. and Humitech of Northern California, LLC as Seller Effective Date January 1, 2011Asset Purchase Agreement • January 24th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California
ASSET PURCHASE AGREEMENT (the “Agreement”) dated __________, 20__ (hereinafter referred to as the “Signing Date” or the “Signing”) by and among Humitech of Northern California, LLC, a California limited liability company (the “Seller”), Castrovilla Energy, Inc., a California corporation (the “Buyer”) and Blue Earth, Inc. (“BE”), a Nevada corporation.
