0001393905-11-000648 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 13th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California
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EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California

EMPLOYMENT AGREEMENT, effective as of September 1, 2011, by and between Blue Earth, Inc., a Nevada corporation, with offices located at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada, 89502 (the “Parent”), Xnergy, Inc., a California corporation and wholly owned subsidiary of the Parent, with offices at 2721 Loker Avenue West, Carlsbad, California 92010 (the “Company”); and Joseph Patalano, an individual with an address at 2721 Locker Avenue West, Carlsbad, CA 92010 (“Executive”).

SECURITIES PURCHASE AGREEMENT By and among BLUE EARTH, INC. as the Buyer, ECO LEGACY, LLC as the Company, and THE MEMBERS NAMED HEREIN, as the Sellers. EFFECTIVE DATE: AUGUST 31, 2011
Securities Purchase Agreement • September 13th, 2011 • Blue Earth, Inc. • Construction machinery & equip • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 7, 2011, is entered into by and among the Members of ECO Legacy, LLC (the “Sellers”), ECO Legacy, LLC, a California limited liability company, (the “Company”) and Blue Earth, Inc., a Nevada corporation (the “Buyer”).

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