0001144204-12-001386 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 10, 2011, by and among Laidlaw Energy Group, Inc., a New York corporation (the “Company”), Natural Energies, Inc., a Delaware corporation (“NEI”) and Renegy Susanville, LLC (“Renegy” and together with NEI, the “Purchasers”).

ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENT
Option Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • California

THIS ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENT (this “Assignment”), made as of November 10, 2011 by between Renegy Susanville, LLC, an Arizona limited liability company (Assignor”) and Henri Susanville LLC, a California limited liability company (“Assignee”).

PURCHASE AND SALE AGREEMENT Dated as of November 10, 2011 by and between RENEGY SUSANVILLE, LLC as Seller, and LAIDLAW ENERGY GROUP, INC., a New York corporation, as Purchaser
Purchase and Sale Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • New York

Page ARTICLE I DEFINITIONS 1 SECTION 1.1. Definitions 1 ARTICLE II PURCHASE AND SALE; CLOSING 9 SECTION 2.1. Closing 9 SECTION 2.2. Acquisition; Purchase Price; Closing Deliveries 9 2.2.1. Purchase Price 9 2.2.2. LLC Interests 12 2.2.3. Other Deliveries 12 2.2.4. General Right of Set Off; Dispute Resolution 13 2.2.5. Tax Treatment; Allocation 14 2.2.6. Transfer Taxes 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 16 SECTION 3.1. Representations and Warranties of Seller 16 3.1.1. Company Status and Authority of Seller; Enforceability 16 3.1.2. No Conflicts or Liens 16 3.1.3. Enforceability 17 3.1.4. Organizational Documents 17 3.1.5. Minutes, etc 17 3.1.6. Ownership of the LLC Interests 17 3.1.7. Title to the LLC Interests 17 3.1.8. No Proceedings 18 3.1.9. Sophistication, etc 18 3.1.10. Brokers' Fees 20 3.1.11. Ultimate Parent Entity 20 3.1.12. Financial Statements 20 SECTION 3.2. Joint and Several Representations and Warranties of Seller 20 3.2.1. Status and Authority of Susa

POWER PLANT OPERATION AND DEVELOPMENT LEASE WITH PURCHASE OPTION
Purchase and Sale Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • Massachusetts

THIS POWER PLANT OPERATION AND DEVELOPMENT LEASE WITH PURCHASE OPTION ("Lease"), dated as of Apri15, 2011 (the "Effective Date"), is made by and between MULTILAYER COATING TECHNOLOGIES, LLC, a Delaware limited liability company ("Landlord") and LAIDLAW NEW BEDFORD BIOPOWER, LLC, a Delaware limited liability company ("Tenant") (together, the "Parties") with reference to the following:

ASSIGNMENT AND ASSUMPTION OF ENVIRONMENTAL AGREEMENT
Assignment and Assumption of Environmental Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • California

THIS ASSIGNMENT AND ASSUMPTION OF ENVIRONMENTAL AGREEMENT (this “Assignment”), made as of November 10, 2011 by between Renegy Susanville, LLC, an Arizona limited liability company (Assignor”) and Henri Susanville LLC, a California limited liability company (“Assignee”).

Energy Services Agreement
Energy Services Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • Massachusetts

THIS ENERGY SERVICES AGREEMENT ("Agreement"), dated as of April 5, 2011, is made by and between MULTILAYER COATING TECHNOLOGIES, LLC, a Delaware limited liability company ("Multilayer") and LAIDLAW NEW BEDFORD BIOPOWER, LLC, a Delaware limited liability company, a Delaware limited liability company ("Laidlaw") with reference to the following:

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • New York

THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of May __, 2006 by Laidlaw Energy Group, Inc., a New York corporation (the "Pledgor") in favor of RGB Co-Gen, LLC, a Delaware Limited Liability Company, and ER Co-Gen, LLC, a Delaware limited liability company (collectively, the "Pledgees" and each, a "Pledgee").

PURCHASE AND SALE AGREEMENT Dated as of November 10, 2011 by and between NATURE ENERGIES, INC., as Seller, and LAIDLAW ENERGY GROUP, INC., a New York corporation, as Purchaser
Purchase and Sale Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • New York

Page ARTICLE I DEFINITIONS 1 SECTION 1.1. Definitions 1 ARTICLE II PURCHASE AND SALE; CLOSING 9 SECTION 2.1. Closing 9 SECTION 2.2. Acquisition; Purchase Price; Closing Deliveries 9 2.2.1. Purchase Price 9 2.2.2. LLC Interests 12 2.2.3. Other Deliveries 12 2.2.4. General Right of Set Off; Dispute Resolution 13 2.2.5. Tax Treatment; Allocation 14 2.2.6. Transfer Taxes 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 16 SECTION 3.1. Representations and Warranties of Seller 16 3.1.1. Company Status and Authority of Seller; Enforceability 16 3.1.2. No Conflicts or Liens 16 3.1.3. Enforceability 17 3.1.4. Organizational Documents 17 3.1.5. Minutes, etc 17 3.1.6. Ownership of the LLC Interests 17 3.1.7. Title to the LLC Interests 17 3.1.8. No Proceedings 18 3.1.9. Sophistication, etc 18 3.1.10. Brokers’ Fees 20 3.1.11. Ultimate Parent Entity 20 3.1.12. Financial Statements 20 SECTION 3.2. Joint and Several Representations and Warranties of Seller 20 3.2.1. Status and Authority of Susa

Lailaw Co-Gen, Inc. Stockholders' Agreement
Stockholders' Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • Delaware

THIS STOCKHOLDERS' AGREEMENT is made this ___ day of May, 2006, by and among Laidlaw Co-Gen, Inc., a corporation organized under the laws of the State of Delaware (the "Corporation") and RGB Co-Gen, LLC, a Delaware limited liability company ("RGB"), Laidlaw Energy Group, Inc., a corporation organized and existing under the laws of the State of New York ("LEG"), GROG, LLC, a Connecticut limited liability company ("GROG"), and ER Co-Gen, LLC, a Delaware limited liability company ("ER") (RGB, LEG, GROG and ER and any other Person (as defined below) who hereafter acquires or holds, during the term of this Agreement, any of the Shares (as defined below), hereinafter referred to collectively as the "Stockholders").

ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • January 9th, 2012 • Laidlaw Energy Group, Inc. • California

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”), made as of November 10, 2011 by between Renegy Susanville, LLC, an Arizona limited liability company (Assignor”) and Henri Susanville LLC, a California limited liability company (“Assignee”).

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc.

This FIRST AMENDMENT TO LEASE AGREEMENT ("Agreement") is made this 10th day of November, 2011, by and between Sierra Pacific Industries ("Lessor"), and Laidlaw Susanville Biopower, LLC ("Lessee"). All capitalized terms not otherwise defined herein shall have the meanings given such terms in the Lease (as defined below).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc.

OPTION granted in New York, New York on December 31, 2010 (the "Date of Grant") by Laidlaw Energy Group, Inc., a New York corporation (the "Corporation"), to Louis T. Bravakis (the "Grantee".

Energy Services Agreement
Energy Services Agreement • January 9th, 2012 • Laidlaw Energy Group, Inc. • Massachusetts

THIS ENERGY SERVICES AGREEMENT ("Agreement"), dated as of November 13, 2008, is made by and between MULTILAYER COATING TECHNOLOGIES, LLC, a Delaware limited liability company ("Multilayer") and KONARKA TECHNOLOGIES, INC., a Delaware corporation ("Konarka") with reference to the following: