REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 AGREEMENTAssignment and Assumption of Option Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 PurchaserPurchase and Sale Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 OPTIONPower Plant Operation and Development Lease With Purchase Option • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 AGREEMENTAssignment and Assumption of Environmental Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 AgreementEnergy Services Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 AGREEMENTStock Pledge Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 PurchaserPurchase and Sale Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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' AgreementStockholders' Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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 LEASEAssignment and Assumption of Lease • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • 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”).
FORM OF STOCK OPTION GRANT Laidlaw Energy Group, Inc.Stock Option Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined
This stock Option Agreement is dated as of November 15, 2007 between Laidlaw Energy Group Inc., a New York corporation (the "Company"), and Michael B. Bartoszek (the "Grantee").
ASSIGNMENT AND ASSUMPTION OF ENERGY SERVICES AGREEMENT AND CONSENTAssignment and Assumption of Energy Services Agreement • April 30th, 2012 • Laidlaw Energy Group, Inc. • Electric & other services combined • Massachusetts
THIS ASSIGNMENT AND ASSUMPTION OF ENERGY SERVICES AGREEMENT AND CONSENT (this “Assignment”) is dated as of May 6, 2011 by and between MULTILAYER COATING TECHNOLOGIES, LLC, a Delaware limited liability company (“Assignor”), having an address of c/o Watermill Group, One Cranberry Hill, 750 Merritt Road, Lexington, Massachusetts 02421, and LAIDLAW NEW BEDFORD BIOPOWER, LLC, a Delaware limited Liability company (“Assignee”), having an address of c/o Laidlaw Energy Group, Inc., 90 John Street, Suite 401, New York, New York 10038, and consented to by Konarka NB Holdings, LLC, a Massachusetts limited liability company (“Konarka”).
