ContractBlue Earth, Inc. • March 13th, 2015 • Electric services
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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 AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 13th, 2015 • Blue Earth, Inc. • Electric services • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of March 10, 2015, by and among (i) BLUE EARTH, INC., a Nevada corporation (“Blue Earth”), having its principal place of business located at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada 89052, (ii) BLUE EARTH GENERATOR, INC., a Nevada corporation (“BE Gen”), having its principal place of business located at 36 W. 37th Street, PH, New York, NY 10018, (iii) BLUE EARTH FINANCE, INC., a Nevada corporation (“BE Finance”), having its principal place of business located at 2298 Horizon Ridge Parkway, Suite 205 Henderson, Nevada, 89052, (iv) BLUE EARTH ENERGY MANAGEMENT SERVICES, INC., a California corporation (“BE Energy Mgt”), having its principal place of business located at 235 Polaris Avenue, Mountain View, CA, (v) BLUE EARTH SOLAR, INC., a California corporation (“BE Solar”), having its principal place of business located at 235 Polaris Avenue, Mountain View, CA, 94043, (vi) BLUE EARTH POWER PERFORMANCE SOLUTION
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • March 13th, 2015 • Blue Earth, Inc. • Electric services • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (as modified, amended, extended, restated, amended and restated or supplemented from time to time, this “Agreement”), dated as of March 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, as the Purchaser (the “Lender”).
