Exhibit 10.13


INVESTMENT AGREEMENT


FOR THE


PURCHASE OF


COMMON STOCK OF


GREEN EARTH TECHNOLOGIES, INC.


BY


TECHTRONIC INDUSTRIES CO., INC.


AUGUST 31, 2009





TABLE
OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
 Article I.
 PURCHASE OF FIRM SHARES BY INVESTOR

 	
  

 	
 1

 
	
  

 	
 1.1

 	
 Issuance of
 Firm Shares

 	
  

 	
 1

 
	
  

 	
 1.2

 	
 Consideration
 for Firm Shares

 	
  

 	
 1

 
	
  

 	
 1.3

 	
 Closing

 	
  

 	
 1

 
	
  

 	
 1.4

 	
 Documents to
 be Delivered by the Company at Closing

 	
  

 	
 2

 
	
  

 	
 1.5

 	
 Documents to
 be Delivered by Buyer at Closing

 	
  

 	
 2

 
	
  

 	
  

 	
  

 
	
 Article II.
 PURCHASE OF OPTION SHARES BY INVESTOR

 	
  

 	
 3

 
	
  

 	
 2.1

 	
 Issuance of
 Option Shares

 	
  

 	
 3

 
	
  

 	
 2.2

 	
 Consideration
 for Option Shares

 	
  

 	
 3

 
	
  

 	
 2.3

 	
 Option
 Closing

 	
  

 	
 3

 
	
  

 	
 2.4

 	
 Documents to
 be Delivered by the Company at Option Closing

 	
  

 	
 3

 
	
  

 	
 2.5

 	
 Documents to
 be Delivered by Buyer at Option Closing

 	
  

 	
 4

 
	
  

 	
 2.6

 	
 Expiration
 of Option

 	
  

 	
 4

 
	
  

 	
  

 	
  

 
	
 Article III.
 REPRESENTATIONS AND WARRANTIES OF the COMPANY

 	
  

 	
 4

 
	
  

 	
 3.1

 	
 Corporate

 	
  

 	
 4

 
	
  

 	
 3.2

 	
 Authority

 	
  

 	
 6

 
	
  

 	
 3.3

 	
 Noncontravention

 	
  

 	
 6

 
	
  

 	
 3.4

 	
 Financial
 Statements

 	
  

 	
 7

 
	
  

 	
 3.5

 	
 Events
 Subsequent to Recent Balance Sheet

 	
  

 	
 7

 
	
  

 	
 3.6

 	
 Undisclosed
 Liabilities

 	
  

 	
 8

 
	
  

 	
 3.7

 	
 Litigation

 	
  

 	
 8

 
	
  

 	
  

 	
  

 
	
 Article IV.
 REPRESENTATIONS AND WARRANTIES OF INVESTOR

 	
  

 	
 8

 
	
  

 	
 4.1

 	
 Corporate

 	
  

 	
 8

 
	
  

 	
 4.2

 	
 Authority

 	
  

 	
 8

 
	
  

 	
 4.3

 	
 Noncontravention

 	
  

 	
 9

 
	
  

 	
 4.4

 	
 Accredited
 Investor

 	
  

 	
 9

 
	
  

 	
 4.5

 	
 Investment
 Purposes

 	
  

 	
 9

 
	
  

 	
  

 	
  

 
	
 Article V.
 COVENANTS

 	
  

 	
 9

 
	
  

 	
 5.1

 	
 Representation
 and Warranty

 	
  

 	
 9

 
	
  

 	
 5.2

 	
 Access and
 Information

 	
  

 	
 9

 
	
  

 	
 5.3

 	
 Financial
 Statements

 	
  

 	
 9

 
	
  

 	
 5.4

 	
 Disclosure
 of Offers

 	
  

 	
 10

 
	
  

 	
 5.5

 	
 Publicity

 	
  

 	
 10

 
	
  

 	
 5.6

 	
 Share
 Adjustment

 	
  

 	
 10

 
	
  

 	
  

 	
  

 
	
 Article VI.
 ADDITIONAL PROVISIONS

 	
  

 	
 11

 
	
  

 	
 6.1

 	
 Expenses

 	
  

 	
 11

 
	
  

 	
 6.2

 	
 Survival

 	
  

 	
 11

 
	
  

 	
 6.3

 	
 Indemnification

 	
  

 	
 11

 
	
  

 	
 6.4

 	
 Successors
 and Assigns

 	
  

 	
 11

 


-i-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.5

 	
 Notices

 	
  

 	
 11

 
	
  

 	
 6.6

 	
 Amendments
 and Waivers

 	
  

 	
 12

 
	
  

 	
 6.7

 	
 Integration

 	
  

 	
 13

 
	
  

 	
 6.8

 	
 Severability

 	
  

 	
 13

 
	
  

 	
 6.9

 	
 Headings

 	
  

 	
 13

 
	
  

 	
 6.10

 	
 Governing
 Law

 	
  

 	
 13

 
	
  

 	
 6.11

 	
 No
 Third-Party Beneficiaries

 	
  

 	
 13

 


-ii-





INVESTMENT AGREEMENT


                    THIS
INVESTMENT AGREEMENT (this “Investment Agreement”)
is made and entered into as of this 31st day of August, 2009, by and between GREEN EARTH
TECHNOLOGIES, INC., a Delaware corporation (the “Company”)
and TECHTRONIC
INDUSTRIES CO., INC., a Hong Kong corporation (the “Investor”).


R E C I T A L S 


                    WHEREAS,
on March 31, 2009, the Investor purchased 6,666,667
shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), and was issued a warrant to purchase up to 2,222,222 shares of
Common Stock (the “Warrant”), for an aggregate purchase price of Two
Million Dollars ($2,000,000), pursuant to that certain Letter of Intent, dated
March 31, 2009, by and between the Company and the Investor (the “Prior
Closing”); and


                    WHEREAS,
the Investor desires to purchase, and the Company desires to sell, up to an
aggregate of 24,000,000 shares (the “Shares”), subject to the terms and
conditions set forth in this Investment Agreement (the “Investment”);
and


                    NOW,
THEREFORE, in consideration of the mutual covenants
herein contained, the receipt and sufficiency of which are hereby acknowledged,


                    IT
IS HEREBY AGREED AS FOLLOWS:


A G R E
E M E N T


ARTICLE I. PURCHASE OF FIRM SHARES BY
INVESTOR


          1.1 Issuance
of Firm Shares. Subject to the terms, covenants and conditions of this
Investment Agreement, the Company shall issue and sell to the Investor on the
Closing Date 16,000,000 Shares (collectively, the “Firm Shares”). 


          1.2 Consideration
for Firm Shares. The consideration for the Firm Shares shall be payable as
follows: 


                    (a)
8,000,000 Firm Shares, valued at $0.20 per share, or $1,600,000 in the
aggregate, shall be issued on the Closing Date in satisfaction of all claims
that the Investor may have against the Company for actual, consequential and
indirect damages relating to a shipment of oil that failed to meet the
Company’s and the Investor’s minimum quality standards; and


                    (b)
8,000,000 Firm Shares shall be issued on the Closing Date upon receipt by the
Company of $1,200,000, or $0.15 per share (the “Cash Consideration”).


The Cash
Consideration shall be paid by wire transfer of immediately available funds to
the Company’s account. 


          1.3
Closing. Subject to the conditions hereof, the closing of
the transactions described in this Article I will take place (the “Closing”)
at 10:00 a.m. local time at the offices of





Morse,
Zelnick, Rose & Lander, LLP, Suite 1401, 405 Park Avenue, New York, New
York 10022 on such date as shall be mutually agreed to by the parties but not
later than August 31, 2009 (the “Closing Date”). 


          1.4
Documents to be Delivered by the Company at Closing.


                    (a)
Stock Certificate. A stock certificate or certificates representing the
Firm Shares.


                    (b)
Certified Charter. A copy of the charter of the Company, certified as of
a recent date by the Secretary of State of the State of Delaware.


                    (c)
Certified Bylaws. A copy of the bylaws and similar organizational
documents of the Company, certified by the secretary thereof.


                    (d)
Certified Resolutions. A copy of the resolutions of the Board of Directors
of the Company, in form and substance reasonably satisfactory to the Investor,
(i) authorizing and approving this Investment Agreement and the other documents
and instruments to be executed and delivered by the Company pursuant hereto and
the consummation of the transactions contemplated hereby and thereby, and (ii)
ratifying and confirming in all respects the issuance of the shares of Common
Stock and the Warrant issued at the Prior Closing and the consummation of the
transactions contemplated thereby, certified by the secretary thereof.


                    (e)
Good Standing Certificate. A Certificate of Good Standing for the
Company, issued as of a recent date by the Secretary of State of the State of
Delaware.


                    (f)
Other Documents. All other documents, instruments or writings required
to be delivered to the Investor at or prior to the Closing Date pursuant to
this Investment Agreement or otherwise necessary to effect the intent hereof
and such other certificates of documents, instruments or writings as the
Investor may reasonably request.


          1.5 Documents
to be Delivered by Buyer at Closing. At the Closing, Buyer shall deliver to
the Company the Cash Consideration and the following documents, in each case
duly executed or otherwise in proper form:


                    (a)
Certified Resolutions. A copy of the resolutions of the Board of
Directors of the Investor, authorizing and approving this Investment Agreement,
the purchase of the Firm Shares and the other documents and instruments to be
executed and delivered by the Investor in connection herewith and therewith.


                    (b)
Release. A release, substantially in the form of Exhibit B hereto,
releasing the Company from all claims and liabilities relating to or arising in
connection with a shipment of oil that failed to meet the Company’s and the
Investor’s minimum quality standards.


                    (c)
Other Documents. All other documents, instruments or writings required
to be delivered to the Company at or prior to the Closing pursuant to this
Investment Agreement or otherwise necessary to effect the intent hereof and
such other documents, instruments or writings as the Company may reasonably
request.


-2-





ARTICLE II. PURCHASE OF OPTION SHARES BY
INVESTOR


          2.1 Grant
of Option; Issuance of Option Shares. The Company hereby grants to the
Investor an option (the “Option”), exercisable in the Investors sole
discretion, to purchase an additional 8,000,000 Shares (the “Option Shares”)
at a purchase price of $0.15 per share (the “Option Price”). Subject to
the terms, covenants and conditions of this Investment Agreement, upon receipt
of the Investor’s Notice to Exercise Option (in the Form attached hereto as Exhibit
A), the Company shall issue and sell to the Investor, and the Investor
shall purchase, the Option Shares. If at any time on or after the date hereof
the Company shall subdivide its outstanding shares of Common Stock into a
greater number of shares, the Option Price in effect immediately prior to such
subdivision shall thereby be proportionately reduced and the number of Option
Shares receivable upon exercise of the Option shall thereby be proportionately
increased; and, conversely, if at any time on or after the date hereof the
outstanding number of shares of Common Stock shall be combined into a smaller
number of shares, the Option Price in effect immediately prior to such
combination shall thereby be proportionately increased and the number of Option
Shares receivable upon exercise of the Option shall thereby be proportionately
decreased.


          2.2 Consideration
for Option Shares. The purchase price to be paid by the Investor for the
Option Shares shall be $0.15 per share, or One Million Two Hundred Thousand
Dollars ($1,200,000) in the aggregate (the “Option Shares Consideration”).
The Option Shares Consideration will be paid by wire transfer of immediately
available funds to the Company’s account. 


          2.3 Option
Closing. Subject to the conditions hereof, the transactions described in
this Article II will be closed (the “Option Closing”) at
10:00 a.m. at the offices of Morse, Zelnick, Rose & Lander, LLP, Suite
1401, 405 Park Avenue, New York, New York 10022 within three (3) business
days following the Company’s receipt of the Investor’s Notice to Exercise
Option and the satisfaction or waiver of the conditions set forth in this
Investment Agreement or at such other place, date and/or time as the parties
hereto mutually agree. The “Option Closing Date” shall be the date the
Option Closing occurs, not to be later than January 8, 2010.


          2.4
Documents to be Delivered by the Company at Option Closing.


                    (a)
Stock Certificate. A stock certificate or certificates representing the
Option Shares.


                    (b)
Certified Charter. A copy of the charter of the Company, certified as of
a recent date by the Secretary of State of the State of Delaware.


                    (c)
Certified Bylaws. A copy of the bylaws and similar organizational
documents of the Company, certified by the secretary thereof.


                    (d)
Good Standing Certificate. A Certificate of Good Standing for the
Company, issued as of a recent date by the Secretary of State of the State of
Delaware.


-3-





                    (e)
Other Documents. All other documents, instruments or writings required
to be delivered to the Investor at or prior to the Option Closing pursuant to
this Investment Agreement or otherwise necessary to effect the intent hereof
and such other documents, instruments or writings as the Investor may
reasonably request.


          2.5 Documents
to be Delivered by Buyer at Option Closing. At the Option Closing, Buyer
shall deliver to the Company, the cash payment required by Section 2.2
and the following documents, in each case duly executed or otherwise in proper
form:


                    (a)
Certified Resolutions. A copy of the resolutions of the Board of
Directors of the Investor, authorizing and approving the exercise of the Option
and the other documents and instruments to be executed and delivered by the
Investor in connection therewith.


                    (b)
Other Documents. All other documents, instruments or writings required
to be delivered to the Company at or prior to the Option Closing pursuant to
this Investment Agreement or otherwise necessary to effect the intent hereof
and such other documents, instruments or writings as the Company may reasonably
request.


          2.6 Expiration
of Option. The Option shall expire if the Company has not received the
Investor’s Notice to Exercise Option by December 31, 2009.


ARTICLE III. REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


                    As an
inducement to the Investor to execute and deliver this Investment Agreement,
the Company makes the following representations and warranties to the Investor,
each of which is true and correct on the date hereof, shall remain true and
correct through and including the Option Closing with reference to the facts
and circumstances then existing and shall survive the consummation of the
transactions contemplated hereby. 


          3.1
Corporate.


                    (a)
Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. 


                    (b)
Corporate Power. The Company has all requisite corporate power and
authority to own, operate and lease its assets, to carry on its business as and
where such is currently conducted, to execute and deliver this Investment
Agreement and the other documents and instruments to be executed and delivered
by the Company pursuant hereto and to carry out the transactions contemplated
hereby and thereby.


                    (c)
Qualification. The Company is duly licensed or qualified to do business
as a foreign corporation, and is in good standing, in each jurisdiction in
which the character of the assets owned or leased by it, or the nature of its
business, makes such licensing or qualification necessary except where the
failure to be so licensed or qualified would not have a material adverse effect
on the assets or business of the Company taken as a whole (a “Material
Adverse Effect”).


-4-





                    (d)
Subsidiaries. Schedule 3.1(d) contains a correct and complete
list of the name, jurisdiction of incorporation or organization, capitalization
and ownership of each corporation, limited liability company, partnership or
other entity of which capital stock or other equity or ownership securities are
directly or indirectly owned by the Company (collectively, the “Company
Subsidiaries”). Except as set forth in Schedule 3.1(d), the Company
does not directly or indirectly own any capital stock or other equity or
ownership securities of any corporation, limited liability company, partnership
or other entity. Except as set forth in Schedule 3.1(d), no person or
entity other than the Company directly or indirectly owns any capital stock or
other equity or ownership securities of any Company Subsidiary. All outstanding
capital stock and other equity or ownership securities of each Company
Subsidiary are held free and clear of any liens, encumbrances or security
interests and are validly issued, fully paid and nonassessable. There are no
(i) securities convertible into or exchangeable for the capital stock or other
equity or ownership securities of any Company Subsidiary; (ii) options,
warrants or other rights to purchase or subscribe to capital stock or other
equity or ownership securities of any Company Subsidiary or securities that are
convertible into or exchangeable for capital stock or other equity or ownership
securities of any Company Subsidiary; or (iii) contracts, commitments or
agreements relating to the issuance, sale or transfer of any capital stock or
other equity or ownership securities of any Company Subsidiary, any such
convertible or exchangeable securities or any such options, warrants or other
rights. Each Company Subsidiary (A) is a corporation, limited liability
company, partnership or other entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation or
organization, (B) has full corporate or other power and authority to carry on
its business as it is now being conducted and to own and lease the properties
and assets it now owns and leases and (C) is in good standing and is duly qualified
or licensed to do business as a foreign corporation or other entity in each
jurisdiction wherein the character of the properties owned by it, or the nature
of its business, makes such licensing or qualification necessary except where
the failure to be so licensed or qualified would not have a Material Adverse
Effect. The Company has delivered to Buyer correct and complete copies of the
charter, bylaws and similar organizational documents of each Company
Subsidiary, including all amendments thereto. The corporate minute book and
stock records of each Company Subsidiary made available for Buyer’s inspection
are correct and complete copies of such instruments and accurately reflect all
material corporate action taken by such Company Subsidiary.


                    (e)
Corporate Documents. The Company has delivered to Buyer correct and
complete copies of its charter, bylaws and similar organizational documents,
including any amendments thereto. The corporate minute book and stock records
of the Company made available for Buyer’s inspection are correct and complete
copies of such instruments and accurately reflect all material corporate action
that the Company has taken. Set forth in Schedule 3.1(e) is a correct
and complete list of the directors and officers of the Company.


                    (f)
Capitalization. The authorized capital stock of the Company consists
entirely of 200,000,000shares of Common Stock. No shares of
Common Stock are issued or outstanding except for 85,745,486shares
of Common Stock. All outstanding shares of Common Stock are validly issued,
fully paid and nonassessable. Except as set forth in Schedule 3.1(f),
there are no (i) securities convertible into or exchangeable for any capital
stock or other securities of the Company, (ii) options, warrants or other
rights to purchase or subscribe to capital stock or other securities of the
Company or securities that are convertible into or


-5-





exchangeable
for capital stock or other securities of the Company or (iii) contracts,
commitments, agreements, understandings or arrangements of any kind relating to
the issuance, sale or transfer of any capital stock or other securities of the
Company, any such convertible or exchangeable securities or any such options,
warrants or other rights.


                    (g)
Each Share and the Warrant issued to Investor at the Prior Closing (i) was duly
and validly issued, is fully paid and nonassessable, and (ii) was not issued in
violation of the preemptive rights of any past or present shareholder of the Company.
Upon consummation of Closing and the Option Closing, each Share to be issued to
Investor pursuant to the terms of this Agreement will be (i) duly and validly
issued, fully paid and nonassessable and (ii) not issued in violation of the
preemptive rights of any past or present shareholder of the Company. When the
Warrant is exercised in accordance with its terms, the Shares to be issued upon
such exercise will be (i) duly and validly issued, fully paid and
nonassessable, and (ii) not issued in violation of the preemptive rights of any
past or present shareholder of the Company. In the event the Company issues any
Adjustment Shares to the Investor pursuant to Section 5.6, such
Adjustment Shares will be (i) duly and validly issued, fully paid and nonassessable,
and (ii) not issued in violation of the preemptive rights of any past or
present shareholder of the Company.


          3.2 Authority.
The execution and delivery of this Investment Agreement and the other documents
and instruments to be executed and delivered by the Company pursuant hereto and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by the Company. No other or further act or proceeding on the
part of the Company or its shareholders is necessary to authorize this
Investment Agreement or the other documents and instruments to be executed and
delivered by the Company pursuant hereto or the consummation of the
transactions contemplated hereby and thereby. The Company has delivered to
Buyer correct and complete copies of all consents, resolutions and other
documents necessary to duly authorize the execution and delivery of this
Investment Agreement and the other documents and instruments to be executed and
delivered by the Company pursuant hereto and the consummation of the
transactions contemplated hereby and thereby. This Investment Agreement
constitutes, and when executed and delivered, the other documents and
instruments to be executed and delivered by the Company pursuant hereto will
constitute, valid and binding agreements of the Company enforceable in
accordance with their respective terms.


          3.3 Noncontravention.
Neither the execution and delivery of this Investment Agreement or the other
documents and instruments to be executed and delivered by the Company pursuant
hereto nor the consummation by the Company of the transactions contemplated
hereby and thereby (a) will, assuming the accuracy of the representations made
by Investor in Section 4.4, violate any applicable statute, law (including
common law), ordinance, rule or regulation (collectively, “Laws”) or any
order, writ, injunction, judgment, plan or decree (collectively, “Orders”)
of any government, court, arbitrator, department, commission, board, bureau,
agency, authority, instrumentality or other body, whether federal, state,
municipal, county, local, foreign, supranational or other (collectively, “Governmental
Entities”), (b) will require any authorization, consent, approval,
exemption or other action by or notice to any Governmental Entity or (c)
subject to obtaining the consents, and providing the notices, described in Schedule
3.3, will violate or conflict with, or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under,
or will result in the termination of, or accelerate the performance required
by, or result in the creation of any lien, 


-6-






encumbrance or
security interest upon any of the capital stock or other equity or ownership
securities, or any of the assets, of the Company under, any term or provision
of the charter, bylaws or similar organizational documents of the Company or of
any contract or restriction of any kind or character to which the Company is a
party or by which the Company or any of its assets or properties may be bound
or affected. 


	
  

 	
  

 	
  

 
	
  

 	
 3.4 Financial
 Statements. 

 



                    (a)
Financial Statements. Included as Schedule 3.4(a) are financial
statements of the Company (collectively, the “Financial Statements”)
consisting of (i) the audited financial statements (including the balance
sheet, statement of earnings, statement of shareholders’ equity and statement
of cash flows) of the Company for the fiscal year ended June 30, 2008
(including the notes contained therein or annexed thereto), which financial
statements have been reported on, and are accompanied by, the signed opinion of
the independent accountants for the Company, and (ii) an unaudited balance
sheet of the Company as of July 31, 2009 (the “Recent Balance Sheet”),
and the related unaudited statements of earnings, shareholders’ equity and cash
flows for the nine (9) months then ended. The Financial Statements (A) are
correct and complete; (B) are prepared from and consistent with such financial
statements as have been prepared and used by the Company in the ordinary course
of managing its business and measuring and reporting its operating results; (C)
are prepared in accordance with generally accepted accounting principles in the
U.S. (“GAAP”) applied on a consistent basis (except, in the case of
unaudited statements, for the absence of footnote disclosure) and with the
books and records of the Company; and (D) fairly present, in all material
respects, the financial position, results of operations and cash flows of the
Company as of the dates and for the periods indicated. 


                    (b)
Internal Accounting Controls. The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. 


                    (c)
Financial Plan. Schedule 3.4(c) contains a correct and complete
copy of the most recent financial plan and projection that the Company prepared
in the ordinary course of business, together with a statement of the
assumptions upon which such plan and projection are based and an order backlog
that relates to such plan and projection. 


          3.5
Events Subsequent to Recent Balance Sheet. Since the date of the Recent
Balance Sheet, there has not been (a) any material adverse change in the
business, financial condition, operations or results of operations of the
Company (except for continuing operating losses), (b) any declaration, setting
aside or payment of any dividend or any other distribution with respect to the
Company’s equity securities, or (c) any change by the Company in accounting
principles or methods. 


-7-





          3.6
Undisclosed Liabilities. The Company does not have any liability
(whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
whether due or to become due), including any liability for taxes, which would
be required to be disclosed in audited financial statements (including the
notes thereto) in accordance with GAAP, except for (a) liabilities set forth in
the Recent Balance Sheet (including in any notes thereto), (b) liabilities
which have arisen after the date of the Recent Balance Sheet in the ordinary
course of business (none of which results from, arises out of, relates to, is
in the nature of, or was caused by any breach of contract, breach of warranty,
tort, infringement, or violation of law and none of which would, individually
or in the aggregate, have a material adverse effect on the Company’s financial
position or results of operations), or (c) liabilities set forth in Schedule
3.6. 


          3.7
Litigation. There are no claims, actions, suits, investigations or
proceedings pending or threatened against the Company or any of its properties
at law or in equity, before or by any federal, state, municipal or other
governmental agency or authority, or before any arbitration board or panel. 


ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF
INVESTOR


                    As
an inducement to the Company to execute and deliver this Investment Agreement,
the Investor makes the following representations and warranties to the Company,
each of which is true and correct on the date hereof, shall remain true and
correct through and including the Option Closing with reference to the facts
and circumstances then existing and shall survive the consummation of the
transactions contemplated hereby. 


          4.1
Corporate. 


                    (a)
Organization. The Investor is a corporation duly organized, validly
existing and in good standing under the laws of Hong Kong.. 


                    (b)
Corporate Power. The Investor has all requisite corporate power and
authority to own, operate and lease its assets, to carry on its business as and
where such is currently conducted, to execute and deliver this Investment
Agreement and the other documents and instruments to be executed and delivered
by the Company pursuant hereto and to carry out the transactions contemplated
hereby and thereby. 


          4.2
Authority. The execution and delivery of this Investment Agreement and
the other documents and instruments to be executed and delivered by the
Investor pursuant hereto and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by the Investor. No other or
further act or proceeding on the part of the Investor or its shareholders is
necessary to authorize this Investment Agreement or the other documents and
instruments to be executed and delivered by the Investor pursuant hereto or the
consummation of the transactions contemplated hereby and thereby. This
Investment Agreement constitutes, and when executed and delivered, the other
documents and instruments to be executed and delivered by the Investor pursuant
hereto will constitute, valid and binding agreements of the Investor
enforceable in accordance with their respective terms. 


-8-





          4.3
Noncontravention. Neither the execution and delivery of this Investment
Agreement or the other documents and instruments to be executed and delivered
by the Investor pursuant hereto nor the consummation by the Investor of the
transactions contemplated hereby and thereby (a) will violate any Law or Orders
of any Governmental Entities, (b) will require any authorization, consent,
approval, exemption or other action by or notice to any Governmental Entity or
(c) subject to obtaining the consents, and providing the notices, described in Schedule
4.3, will violate or conflict with, or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under,
or will result in the termination of, or accelerate the performance required
by, or result in the creation of any lien, encumbrance or security interest
upon any of the capital stock or other equity or ownership securities, or any
of the assets, of the Investor under, any term or provision of the charter,
bylaws or similar organizational documents of the Investor or of any contract
or restriction of any kind or character to which the Investor is a party or by
which the Investor or any of its assets or properties may be bound or affected.



          4.4
Accredited Investor. The Investor is an “Accredited Investor” within the
meaning of Rule 501(a)(3) under the Securities Act of 1933, as amended (the “Securities
Act”). 


          4.5
Investment Purposes. The Investor is acquiring the Shares solely for its
own account and not with a view to the distribution thereof. The Investor
acknowledges that the Shares have not been registered under the Securities Act
of 1933 (as amended, the “Securities Act”) and agrees that it will only
reoffer or resell the Shares purchased under this Investment Agreement (a) in
compliance with the requirements of Rule 144 promulgated under the Securities
Act, (b) in accordance with any other available exemption from the requirements
of Section 5 of the Securities Act or (c) pursuant to a valid registration
statement under the Securities Act. 


ARTICLE V. COVENANTS


          5.1
Representation and Warranty. The Company will promptly advise the
Investor of any information which becomes known to it that would make any
representation or warranty of the Company herein not true or not correct as of
the date made. 


          5.2
Access and Information. The Company will afford to the Investor and its
representatives (including without limitation directors, managers, officers and
employees of the Investor and its affiliates, and counsel, accountants and
other professionals retained by the Investor) such access during regular
business hours to its books, records, personnel, suppliers and customers as the
Investor reasonably requests. 


          5.3
Financial Statements. From the date hereof until such time as the Company’s
common stock is registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or the Company is otherwise
required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act, the Company shall distribute to the Investor quarterly unaudited
financial statements of the Company within forty five (45) calendar days of the
end of each month containing a balance sheet, income statement and statement of
cash flows for such month; a comparison of the actual operations of the Company
and the budget for each such month and the year to date; and a comparison of
such month and month to date to the 


-9-





corresponding
month and the corresponding year to date of the prior fiscal period. The
Company shall provide the Investor with annual audited financial statements of
the Company within five (5) calendar days of the completion of each audit and
shall provide the Investor such other financial information of the Company as
the Investor shall reasonably request from time to time. The financial
statements and other financial information provided by the Company to the
Investor shall (A) be correct and complete; (B) be prepared from and consistent
with such financial statements as have been prepared and used by the Company in
the ordinary course of managing its business and measuring and reporting its
operating results; (C) be prepared in accordance with GAAP applied on a
consistent basis (except, in the case of unaudited statements, for the absence
of footnote disclosure) and with the books and records of the Company; and (D)
fairly present, in all material respects, the financial position, results of
operations and cash flows of the Company as of the dates and for the periods
indicated. 


          5.4
Disclosure of Offers. From the date hereof until such time as the
Company’s common stock is registered under Section 12 of the Exchange Act, or
the Company is otherwise required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act, the Company shall disclose to the Investor
all offers or proposals of whatever kind greater than $2,000,000 (whether
written or oral) which it receives from any person concerning the possible
investment in, sale, merger or other acquisition of the Company or its business
or assets, or any portion thereof. Promptly after any officer or director of
the Company becomes aware of any such offer or proposal made to the Company or
any of its shareholders, the Company shall advise the Investor of such offer. 


          5.5
Publicity. Neither the Company nor the Investor shall make any public
statement regarding the transactions contemplated by this Investment Agreement
without the consent of the other. Each party agrees to keep this Investment
Agreement confidential, except to the extent required by applicable Law or for
financial reporting purposes and except that the parties may disclose such
terms to their respective accountants and other representatives as necessary in
connection with the ordinary conduct of their respective businesses. 


          5.6
Adjustment Shares. 


                    (a)
If, between the date hereof and December 31, 2009, the Company issues or sells
Common Stock or securities convertible into Common Stock, or subject to Section
5.6(b), issues options, warrants or rights to purchase Common Stock or
securities convertible into Common Stock (other than options to purchase Common
Stock granted under the Company’s directors’ and employee stock option plans
that have been approved by the Company’s board of directors, provided such
options are granted at an exercise price equal to no less than 100% of the fair
market value of a share of Common Stock on the date of grant), to any person
(other than the Investor or affiliates of the Investor) at a weighted average
price per share (assuming full exercise or conversion of any such securities,
as may be applicable and giving effect to all such issuances between the date
hereof and December 31, 2009) lower than $0.15 (such weighted average lower
price being referred to herein as the “Third-Party Sale Price”), then (i) the
Investor shall be entitled to receive, and the Company shall issue to the
Investor, a sufficient number of additional shares of Common Stock (rounded to
the nearest whole share) (the “Adjustment Shares”) equal to the difference
between the number of shares the Investor could have purchased at the
Third–Party Sale Price for an aggregate of $1,200,000 and the


-10-





number of
shares initially purchased by the Investor pursuant to Section 1.2(b);
and (ii) the Option Price shall be decreased to equal the Third-Party Sale
Price and the number of Option Shares to be purchased by the Investor upon
exercise of the Option shall be increased to a number of shares of Common Stock
sufficient to allow the Investor to purchase $1,200,000 worth of shares of
Common Stock at the Third-Party Sale Price. 


                    (b)
The issuance of Adjustment Shares and the adjustment to the Option Price and
number of Option Shares contemplated by Section 5.6(a) upon the issuance
or sale of securities convertible into Common Stock, or options, warrants or
rights to purchase Common Stock or securities convertible into Common Stock
shall be given effect only upon the conversion of such securities or exercise
of such options, warrants or other rights. 


ARTICLE VI. ADDITIONAL PROVISIONS


          6.1
Expenses. Each party hereto shall pay its own expenses incidental to the
preparation of this Investment Agreement, the carrying out of the provisions
hereof and the consummation of the transactions contemplated hereby. 


          6.2
Survival. The representations, warranties and covenants made herein
shall survive each the Closing and the Option Closing. 


          6.3
Indemnification.


                    (a)
The Company agrees to indemnify the Investor against any losses, claims,
damages, liabilities and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) (collectively, the “Claims”) incurred by the
Investor arising out of or as a result of any breach of the representations,
warranties or covenants of the Company contained herein or in any document
executed herewith. 


                    (b)
The Investor agrees to indemnify the Company against any Claims incurred by the
Company arising out of or as a result of any breach of the representations,
warranties or covenants of the Investor contained herein or in any document
executed herewith. 


          6.4
Successors and Assigns. Neither the Company nor the Investor shall be permitted to assign,
transfer or encumber this Investment Agreement, or its rights or obligations
hereunder, in whole or in part, voluntarily or by operation of law, without the
prior written consent of the other party hereto, and any attempted assignment,
transfer or encumbrance without such consent shall be void and without effect;
provided, however, that the Investor shall be permitted to assign its rights
hereunder to (i) one or more of its majority owned subsidiaries; (ii) to the
parent of Investor or (iii) to any majority owned subsidiary of the parent of
the Investor, in each case (so long as such entity or entities are also “Accredited
Investors” within the meaning of the Securities Act) without the consent of the Company. Subject to the provisions of this
Section 6.4, this Agreement shall be binding upon, inure to the benefit of and
be enforceable by the parties hereto and their respective permitted successors
and permitted assigns  


          6.5
Notices. All notices, demands, and communications provided for herein or
made hereunder shall be delivered in person or by courier, or mailed certified
or registered mail, 


-11-





return receipt
requested, with postage prepaid, or sent by facsimile transmission, addressed
in each case as follows: 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 if to the
 Company:

 	
 Green Earth
 Technologies, Inc.

 
	
  

 	
  

 	
  

 	
 3 Stamford
 Landing

 
	
  

 	
  

 	
  

 	
 Stamford, CT
 06902

 
	
  

 	
  

 	
  

 	
 Attention:
 Greg Adams

 
	
  

 	
  

 	
  

 	
 Facsimile:
 (203) 708-9266

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 with a copy
 to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Morse,
 Zelnick, Rose & Lander, LLP

 
	
  

 	
  

 	
  

 	
  

 	
 405 Park
 Avenue, Suite 1401,

 
	
  

 	
  

 	
  

 	
  

 	
 New York,
 New York 10022

 
	
  

 	
  

 	
  

 	
  

 	
 Attention:
 Joel J. Goldschmidt, Esq.

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile:
 (212) 838-9190

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if to
 Investor:

 	
 Techtronic
 Industries Co., Ltd.

 
	
  

 	
  

 	
  

 	
 c/o
 Techtronic Industries North America, Inc.

 
	
  

 	
  

 	
  

 	
 1428 Pearman
 Dairy Road

 
	
  

 	
  

 	
  

 	
 Anderson, SC
 29625

 
	
  

 	
  

 	
  

 	
 Attention:
 Lee Sowell

 
	
  

 	
  

 	
  

 	
 Facsimile:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 with a copy
 to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Foley &
 Lardner LLP

 
	
  

 	
  

 	
  

 	
 777 East
 Wisconsin Avenue

 
	
  

 	
  

 	
  

 	
 Milwaukee,
 WI 53202-5306

 
	
  

 	
  

 	
  

 	
 Attention:
 Peter C. Underwood

 
	
  

 	
  

 	
  

 	
 Facsimile:
 (414) 297-4900

 



                    If
personally delivered, such communication shall be deemed delivered upon actual
receipt; if transmitted by facsimile transmission, such communication shall be
deemed delivered the next business day after receipted transmission (and sender
shall bear the burden of proof of delivery); if sent by overnight courier, such
communication shall be deemed delivered upon receipt; and if sent by U.S. mail,
such communication shall be deemed delivered as of the date of delivery
indicated on the receipt issued by the relevant postal service, or, if the
addressee fails or refuses to accept delivery, as of the date of such failure
or refusal. Any party to this Investment Agreement may change its address for
the purposes of this Investment Agreement by giving notice thereof in
accordance with this Section 6.5. 


          6.6
Amendments and Waivers. This Investment Agreement may not be changed or
amended orally, and no waiver hereunder may be oral, but any change or
amendment hereto or any waiver hereunder must be in writing and signed by the
party or parties against whom such change, amendment or waiver is sought to be
enforced. No waiver by any party of any term or condition of this Investment
Agreement, in any one or more instances, shall be deemed to be or 


-12-





construed as a
waiver of the same or any other term or condition of this Investment Agreement
on any future occasion. 


          6.7
Integration. This Investment Agreement, the appendices and exhibits
annexed hereto and documents, schedules and certificates referred to herein
contain the entire agreement between the Company and the Investor with respect
to the transactions contemplated herein. 


          6.8
Severability. If any provision of this Investment Agreement is held for
any reason to be unenforceable by a court of competent jurisdiction, the remainder
of this Investment Agreement shall, nevertheless, remain in full force and
effect in such jurisdiction. 


          6.9
Headings. The headings in this Investment Agreement are intended solely
for convenience of reference and shall be given no effect in the construction
or interpretation of this Agreement. 


          6.10
Governing Law. This Investment Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard
to conflicts of laws principles. 


          6.11
No Third-Party Beneficiaries. Nothing in this Investment Agreement,
express or implied, is intended to confer upon any other person, other than the
parties hereto, any rights or remedies of any nature whatsoever under or by
reason of this Investment Agreement. 


 [Signature page follows.]


-13-





                    IN
WITNESS WHEREOF, the parties hereto have executed this
Investment Agreement, as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 GREEN EARTH TECHNOLOGIES, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Greg D.
 Adams

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Greg
 D. Adams

 
	
  

 	
 Title: Chief
 Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 TECHTRONIC INDUSTRIES CO., LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Frank
 Chan

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Frank
 Chan

 
	
  

 	
 Title:
 Director

 


-14-





EXHIBIT A


NOTICE TO EXERCISE OPTION


[DATE]


Green Earth
Technologies, Inc.

3 Stamford Landing

Stamford, Connecticut 06902

Attention: Chief Financial Officer 


Dear Sir: 


This is to
advise you that we are hereby exercising our option, as set forth in the
Investment Agreement, dated August 31, 2009 (the “Investment Agreement”), to
purchase 8,000,000 shares (the “Shares”) of the common stock, par value $.001
per share, of Green Earth Technologies, Inc. at an exercise price of $0.15 per
share, or $1,200,000 in the aggregate. As set forth in the Investment
Agreement, closing of the sale of the Shares will take place on the third
business day following the date of this letter. 


Very truly
yours, 


Techtronic
Industries Co., Ltd. 


	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title: 

 	
  

 













	
  

 	
  

 
	
 SCHEDULE
 3. REPRESENTATIONS
 AND WARRANTIES OF THE COMPANY. 

 
	
  

 	
  

 
	
 Schedule 3.1(d) Subsidiaries 

 



As of the date of the
Investment Agreement the Company has one wholly-owned subsidiary, GET
Manufacturing, Inc., a Delaware corporation incorporated on June 3, 2008. We do
not own equity interests in any other entity. 


	
  

 	
  

 
	
 Schedule 3.1(e) Directors and Officers 

 



The following table contains
information with respect to our directors and executive officers. Our Board of
Directors currently consists of five members and is divided into three classes,
with one Class I Director, one Class II Director and three Class III Directors.
Directors serve for three-year terms with one class of directors elected
annually by our stockholders. Our executive officers are appointed by and serve
at the pleasure of the Board of Directors. 


	
  

 	
  

 	
  

 
	
 Name 

 	
  

 	
 Position 

 
	

 


 	
  

 	

 


 
	
 William J. (Jeff) Marshall

 	
  

 	
 Chairman of the Board,
 Chief Executive Officer and Class III
 Director

 
	
 Simon Higgs

 	
  

 	
 President, Chief Operating
 Officer and Class III Director

 
	
 Greg D. Adams

 	
  

 	
 Chief Financial Officer
 and Secretary

 
	
 Jeffrey Loch

 	
  

 	
 Class III Director

 
	
 Janet Jankura

 	
  

 	
 Class I Director

 
	
 Humbert Powell

 	
  

 	
 Class II Director

 






	
  

 	
  

 
	
 Schedule 3.1(f) Capitalization 

 



In addition to the
85,745,486 shares of common stock issued and outstanding, we have the following
subscriptions, options and warrants outstanding: 


Subscriptions - On March 31, 2009, the Investor exercised an option to purchase
6,666,667 shares of common stock and warrants to purchase 2,222,222 shares of
common stock at an exercise price of $0.20 per share. 


Restricted Stock - As of the date of the Investment Agreement, 4,000,000 unvested
restricted stock awards have not been issued. The shares were issued in return
for services and compensation to two parties, including an employee and
non-employee. 


Unexercised Warrants - As of the date of the Investment Agreement,
600,000 warrants are outstanding at a strike price of $0.05per share. 


Stock Options - On August 6, 2008 the Company’s Board of Directors approved the 2008
Employee Stock Award and Incentive Plan, as amended (the “2008 Plan”). The 2008
Plan made 10,000,000 new shares of common stock available for future equity
awards. At the Annual Meeting of Stockholders held on April 14, 2009 the 2008
Plan was amended to increase the number of shares available for grant to
20,000,000. As of the date of the Investment Agreement 6,603,750 stock options
have been issued at an exercise price of $0.49 per share. The option awards
vest over three years and have ten year contractual term. 









	
  

 	
  

 
	
 Schedule 3.4(a) Financial Statements 

 



The audited financial
statements of the Company for the fiscal year ended June 30, 2008 and unaudited
financial statements for the nine months ended March 31, 2009 have been
forwarded to the Investor during the due diligence process. 


	
  

 	
  

 
	
 Schedule 3.4(c) Financial Plan 

 



The Company’s most recent
financial plan has been forwarded to the Investor during the due diligence
process. 


	
  

 	
  

 
	
 Schedule 3.6 Undisclosed Liabilities 

 



None 


-2-