0001393905-14-000109 Sample Contracts

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 • March 18th, 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”).

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INDEPENDENT CONSULTING AGREEMENT
Independent Consulting Agreement • March 18th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada

This Independent Consulting Agreement (“Agreement”), effective as of November 15, 2011 (“Effective Date”) is entered into by and between Blue Earth, Inc., a Nevada corporation (herein referred to as the “Company”) and Remanco, Inc., a Delaware corporation (herein referred to as the “Consultant”).

AMENDMENT TO REMANCO CONSULTING AGREEMENT
Remanco Consulting Agreement • March 18th, 2014 • Blue Earth, Inc. • Construction machinery & equip

This amendment to the Independent Consulting Agreement described in the following paragraph is made effective this 17th day of October 2013.

SALE OF GOODWILL AGREEMENT
Agreement • March 18th, 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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