Blue Earth, Inc. Watch

from 8-K 2 pages Debtor-In-Possession Term Sheet

from 8-K 8 pages Fourth Omnibus Amendment and Reaffirmation Agreement

from 8-K 13 pages 9% Senior Secured Note Due February 29, 2016

from 8-K 14 pages Exchange Agreement

from 8-K 7 pages Omnibus Amendment and Reaffirmation Agreement

from 8-K 13 pages 9% Senior Secured Note Due December 23, 2015

from 8-K 3 pages Promissory Note

from 8-K 6 pages Omnibus Amendment and Joinder Agreement

from 8-K 13 pages 15% Senior Secured Note Due February 29, 2016

from 8-K 37 pages Note Purchase Agreement Dated as of September 10, 2015 by and Between Blue Earth, Inc. as Borrower and Jackson Investment Group, LLC, as the Purchaser of 15% Senior Secured Note as Lender $10,600,000 Senior Secured Note Note Purchase Agreement

from 8-K 7 pages Stock Purchase Agreement

from 8-K 6 pages Lock-Up/Leak-Out Agreement

from 8-K 13 pages Settlement Agreement and Release

from 8-K 8 pages Powergenix Contribution Agreement

from 8-K 6 pages Subsidiary Contribution Agreement

from 8-K 1 page Amendment

from 8-K 7 pages Voluntary Termination of Employment Agreement

from 8-K 17 pages Employment Agreement

from 8-K 2 pages 1. Capitalized Terms Used but Not Defined in This Allonge Shall Have the Meanings Ascribed to Them in the Note. 2. the Original Conversion Price as Set Forth in the Note Is Hereby Deleted and Replaced by “$1.02”. 3. Section 2(a) Is Hereby Amended to Delete the Reference to “$1.00” and Replace It With $1.02 as the Interest Conversion Rate. 4. Section 4(b) Is Hereby Amended to Delete “$1.00” as the Conversion Price and Replace It With “$1.02”. 5. Except as Expressly Amended Hereby, the Terms and Provisions of the Note Shall Remain in Full Force and Effect. in Witness Whereof, the Borrower Has Caused This Allonge to Be Signed and Delivered by Its Duly Authorized Officer This 13th Day of May 2015. Borrower: Blue Earth, Inc. By: /S/ Johnny R. Thomas Name: Johnny R. Thomas Title: Chief Executive Officer 2

from 8-K 25 pages Pledge and Security Agreement