Common use of Authorization of Agreement Clause in Contracts

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and (i) Purchaser has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents” and, collectively with the Seller Documents, the “Transaction Documents”), and to perform its obligations hereunder and thereunder ) and to consummate the transactions contemplated hereby and therebythereby and no other corporate proceedings on the part of Purchaser is necessary to authorize this Agreement or any Purchaser Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all requisite company action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicable, enforceable against them Purchaser in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (ii) Each of the audit committee and the board of directors of Purchaser has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, including principles of commercial reasonablenessand in the best interests of, good faith Purchaser and fair dealing its shareholders; and (regardless of whether enforcement is sought in a proceeding at law or in equity)II) approved this Agreement and the transactions contemplated hereby.

Authorization of Agreement. Each of Newco, REG and Purchaser the Acquiror Companies has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and, in the case of Acquiror, the Option Agreement, and each other agreement, document, instrument or certificate contemplated by this Agreement or required hereby to be executed and delivered by Newcothe Acquiror Companies at the Closing, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser the Acquiror Companies of this Agreement and, in the case of Acquiror, the Option Agreement, and each Purchaser Document instrument required hereby to be executed and delivered by the Acquiror Companies at the Closing and the consummation performance of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder have been duly and validly authorized and approved by the Board of Directors of each of Acquiror and Newco and by Acquiror as the sole stockholder of Newco. Except for filing of the Certificate of Merger, REG and Purchaser, and no other corporate action proceedings on behalf the part of Newco, REG Acquiror or Purchaser is Newco are necessary to authorize the execution, delivery and performance consummation of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, been duly executed and delivered by Newcoeach of the Acquiror Companies and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof by the other parties hereto and thereto) this Agreement constitutesCompany, and each Purchaser Document when so executed and delivered will constitute, the constitutes a legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicableeach of the Acquiror Companies, enforceable against them each of the Acquiror Companies in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting Laws now or hereafter in effect relating to creditors’ ' rights and remedies generally, and subject, as to enforceability, generally or to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full corporate or all requisite limited liability company power power, authority and authority, as the case may be, legal capacity to execute and deliver this Agreement and Seller has all requisite limited liability company power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with and the consummation of the transactions transaction contemplated hereby and thereby (the “Purchaser Ancillary Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all requisite limited liability company action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement has been, and each Purchaser Document of the Ancillary Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Ancillary Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableSeller, enforceable against them Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoParent, REG and Purchaser MergerLLC has full corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by NewcoParent, REG or Purchaser MergerLLC in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser MergerLLC Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by NewcoParent, REG and Purchaser MergerLLC of this Agreement and each Purchaser MergerLLC Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of NewcoParent, REG and PurchaserMergerLLC, and no other corporate action on behalf of NewcoParent, REG or Purchaser MergerLLC is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser MergerLLC Document will be at or prior to the Closing, duly executed and delivered by NewcoParent, REG and PurchaserMergerLLC, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser MergerLLC Document when so executed and delivered will constitute, the legal, valid and binding obligations of NewcoParent, REG and PurchaserMergerLLC, as applicable, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver (or cause to be executed and delivered) this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or hereby to be executed by Newco, REG Seller or Purchaser its Subsidiaries in connection with the consummation of the transactions contemplated hereby (all such other agreements, documents, instruments and thereby (certificates required to be executed by Seller or any of its Subsidiaries being hereinafter referred to, collectively, as the “Purchaser Seller Documents”), and to perform its (or cause to be performed) fully Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Newco, REG and Purchaser Seller of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors Seller or its Subsidiaries of each of Newcothe Seller Documents has been duly and validly authorized by all necessary action on the part of Seller or such Subsidiaries, REG and Purchaseras applicable, and no other corporate action on behalf additional authorization, consent or approval by Seller, its Subsidiaries or the shareholders of Newco, REG or Purchaser Seller is necessary to authorize required in connection with the execution, delivery and performance by them of this Agreement and the transactions contemplated herebySeller Documents. This Agreement has been, and each Purchaser Document of the Seller Documents will be at be, on or prior to the ClosingClosing Date, duly executed and delivered by Newco, REG Seller and Purchaserits Subsidiaries, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, constitute valid and legally binding obligations of Newco, REG Seller and Purchaserits Subsidiaries, as applicable, enforceable against them each in accordance with their its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement such enforceability is sought considered in a proceeding at law in Law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser Subject to requisite Bankruptcy Court approvals: (a) each Seller has full corporate or limited liability company all necessary power and authority, as the case may be, authority to execute and deliver this Agreement and the other Transaction Agreements to which each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), such Seller is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Transactions; (b) the execution, delivery and performance by Newco, REG and Purchaser each Seller of this Agreement and each Purchaser Document the other Transaction Agreements to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby and thereby Transactions, subject to requisite Bankruptcy Court approvals being granted, have been duly authorized and approved by all requisite corporate action, limited liability company action or limited partnership action on the Board part of Directors of each of Newcosuch Seller, REG and Purchaseras applicable, and no other corporate action organizational proceedings on behalf of Newco, REG or Purchaser is such Seller’s part are necessary to authorize the execution, delivery and performance by such Seller of this Agreement or the other Transaction Agreements and the consummation by it of the Transactions; and (c) this Agreement and the transactions contemplated hereby. This Agreement has other Transaction Agreements to which each Seller is a party have been, and each Purchaser Document or will be at or prior to the Closingbe, duly executed and delivered by Newcosuch Seller and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement , constitutes, and each Purchaser Document when so executed and delivered or will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablesuch Seller, enforceable against them such Seller in accordance with its and their terms, subject to applicable except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, (b) is subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at law or in equityequity (collectively, the “Enforceability Exceptions”).

Authorization of Agreement. Each of Newco, REG Subject to requisite Bankruptcy Court and Purchaser Canadian Court approvals: (a) each Seller has full corporate or limited liability company all necessary power and authority, as the case may be, authority to execute and deliver this Agreement and the other Transaction Agreements to which each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), such Seller is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Transactions; (b) the execution, delivery and performance by Newco, REG and Purchaser each Seller of this Agreement and each Purchaser Document the other Transaction Agreements to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby Transactions, subject to requisite Bankruptcy Court and thereby Canadian Court approvals being granted, have been duly authorized and approved by all requisite corporate action, limited liability company action or limited partnership action on the Board part of Directors of each of Newcosuch Seller, REG and Purchaseras applicable, and no other corporate action organizational proceedings on behalf of Newco, REG or Purchaser is such Seller’s part are necessary to authorize the execution, delivery and performance by such Seller of this Agreement or the other Transaction Agreements and the consummation by it of the Transactions; and (c) this Agreement and the transactions contemplated hereby. This Agreement has other Transaction Agreements to which each Seller is a party have been, and each Purchaser Document or will be at or prior to the Closingbe, duly executed and delivered by Newcosuch Seller and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement , constitutes, and each Purchaser Document when so executed and delivered or will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablesuch Seller, enforceable against them such Seller in accordance with its and their terms, subject to applicable except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, (b) is subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at law or in equityequity (collectively, the “Enforceability Exceptions”).

Authorization of Agreement. Each of Newco, REG Parent and Purchaser Merger Sub has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or required hereby to be executed and delivered by Newcoit at the Closing, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by each of Parent and performance by Newco, REG and Purchaser Merger Sub of this Agreement and each Purchaser Document instrument required hereby to be executed and delivered by it at the Closing, the performance of obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of each of NewcoParent and Merger Sub and by Parent as the sole stockholder of Merger Sub and except for filing of the Certificate of Merger, REG and Purchaser, and no other corporate action proceedings on behalf the part of Newco, REG Parent or Purchaser is Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, been duly executed and delivered by Newcoeach of Parent and Merger Sub and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof by the other parties hereto and thereto) this Agreement constitutesCompany, and each Purchaser Document when so executed and delivered will constitute, the constitutes a legal, valid and binding obligations obligation of Newco, REG each of Parent and Purchaser, as applicableMerger Sub, enforceable against them each of Parent and Merger Sub in accordance with their its terms, subject in each case except to applicable the extent that the enforcement hereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar law now or hereafter in effect relating to creditors' rights generally and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to (B) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law or in equitylaw). No other corporate proceedings are required by Parent other than the approval of the Board of Directors of Parent and Merger Sub.

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and and, subject to obtaining the Company Unitholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser the Company of this Agreement and each Purchaser Document of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company’s Board of Directors of each of Newco, REG and PurchaserManagers, and except for obtaining the Company Unitholder Approval, no other corporate action on behalf the part of Newco, REG or Purchaser the Company as a Delaware limited liability company is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Company Documents will be be, at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by Parent, MergerLLC and REG and receipt of the other parties hereto and theretoCompany Unitholder Approval) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding membership units of the Company in favor of the adoption of this Agreement, including the affirmative vote of the holders of a majority of the outstanding membership units of the Company (excluding units held by REG and its Affiliates) actually voting thereon (the “Company Unitholder Approval”), is the only vote or approval of the holders of any class or series of equity of the Company which is necessary and deemed appropriate by the Board of Managers of the Company to adopt this Agreement and approve the transactions contemplated hereby. None of the Organizational Documents of the Company, other Documents between the Company and holders of the outstanding membership units of the Company, or applicable Law grant, provide for, or establish dissenter’s appraisal rights with respect to the Merger.

Authorization of Agreement. Each of NewcoSubject to obtaining Bankruptcy Court approval pursuant to the Sale Order, REG Sellers have all requisite power, authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and Sellers and each of their Subsidiaries have all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Sellers in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser "Seller Documents”"), and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionSubject to obtaining Bankruptcy Court approval pursuant to the Sale Order, the execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery Sellers and performance each of this Agreement and the transactions contemplated herebytheir Subsidiaries. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG Sellers and Purchaser, as applicable, each of their Subsidiaries which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) following the approval of this Agreement and the transactions contemplated hereby by the Bankruptcy Court pursuant to the Sale Order, this Agreement, constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of NewcoSellers, REG and Purchaseror, as applicablethe case may be, their Subsidiaries enforceable against them Sellers or, as the case may be, their Subsidiaries in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and and, subject to obtaining the Company Unitholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser the Company of this Agreement and each Purchaser Document of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company’s Board of Directors of each of Newco, REG and PurchaserDirectors, and except for obtaining the Company Unitholder Approval, no other corporate action on behalf the part of Newco, REG or Purchaser the Company as an Iowa limited liability company is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Company Documents will be be, at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by Newco, Purchaser and REG and receipt of the other parties hereto and theretoCompany Unitholder Approval) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding membership units of the Company in favor of the adoption of this Agreement is the only vote or approval of the holders of any class or series of equity of the Company which is necessary to adopt this Agreement and approve the transactions contemplated hereby; provided, however, the distribution of the Newco Common Stock and Newco Preferred Stock to the Company Unitholders in connection with the dissolution of the Company, which is a component of the transactions contemplated hereby, will require the affirmative vote of the Company Unitholders holding seventy-five percent (75%) of the outstanding membership units of the Company in favor of the adoption of this Agreement and the dissolution of the Company (the “Company Unitholder Approval”). None of the Organizational Documents of the Company, other Documents between the Company and the Company Unitholders, or applicable Law grant, provide for, or establish dissenter’s appraisal rights with respect to the Transaction.

Authorization of Agreement. Each of Newco, REG and Purchaser Panadero Aggregates has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Panadero Aggregates in connection with the consummation of the transactions contemplated hereby and thereby Transaction (the “Purchaser Panadero Aggregates Documents”, and together with the Panadero Corp Documents to which Panadero Aggregates is also a party, the “Company Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransaction. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and each Panadero Aggregates Document and the transactions contemplated herebyconsummation of the Transaction have been duly authorized by all requisite corporate action on the part of Panadero Aggregates. This Agreement has been, and each Purchaser Document of the Panadero Aggregates Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Panadero Aggregates and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document the Panadero Aggregates Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablePanadero Aggregates, enforceable against them it in accordance with its and their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and and, subject to obtaining the Written Stockholder Consent, each other agreementTransaction Document to which it is, documentor at the Closing will be, instrument or certificate contemplated by this Agreement or a party, and, subject to be executed by Newcoobtaining the Written Stockholder Consent, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder under this Agreement and thereunder each such other Transaction Document, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser other Transaction Document to which it is, or at the Closing will be, a party, and the consummation of the transactions contemplated hereby and thereby have therebyhave been or will be duly and validly authorized and approved by the Board board of Directors directors and stockholders of each of Newco, REG and Purchaserthe Company, and no other corporate action proceedings on behalf the part of Newco, REG or Purchaser is the Company are necessary to authorize the execution, delivery and or performance by the Company of this Agreement and each such other Transaction Document, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been, and each Purchaser Document will be and, when executed at or prior to the Closing, each other Transaction Document to which it is a party will be, duly and validly executed and delivered by Newcothe Company and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) , this Agreement constitutes, and each Purchaser other Transaction Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and and, subject to obtaining the Company Unitholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser the Company of this Agreement and each Purchaser Document of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company’s Board of Directors of each of Newco, REG and PurchaserDirectors, and except for obtaining the Company Unitholder Approval, no other corporate action on behalf the part of Newco, REG or Purchaser the Company as an Iowa limited liability company is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Company Documents will be be, at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by Newco, Purchaser and REG and receipt of the other parties hereto and theretoCompany Unitholder Approval) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding membership units of the Company in favor of the adoption of this Agreement is the only vote or approval of the holders of any class or series of equity of the Company which is necessary to adopt this Agreement and approve the transactions contemplated hereby (the “Company Unitholder Approval”); provided, however, the distribution of the Newco Common Stock and Newco Preferred Stock to the Company Unitholders in connection with the dissolution of the Company, which is not a condition to Closing, will require the affirmative vote of the Company Unitholders holding seventy-five percent (75%) of the outstanding membership units of the Company in favor of the adoption of this Agreement and the dissolution of the Company. None of the Organizational Documents of the Company, other Documents between the Company and the Company Unitholders, or applicable Law grant, provide for, or establish dissenter’s appraisal rights with respect to the Transaction.

Authorization of Agreement. Each of Newco, REG Seller has all requisite power and Purchaser authority and has full corporate or taken all limited liability company power and authority, as the case may be, action necessary to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or required to be executed and/or delivered by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (collectively, the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser Seller of this Agreement and each Purchaser Document Seller Document, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all requisite limited liability company action on behalf the part of NewcoSeller, REG or Purchaser is necessary to authorize including the execution, delivery and performance approval of this Agreement and the transactions contemplated herebySeller’s Parent. This Agreement has been, and each Purchaser Document will be at or prior to of the Closing, Seller Documents has been duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Seller Document when so executed and delivered will constitute, the constitute legal, valid and binding obligations of Newco, REG and Purchaser, as applicableSeller, enforceable against them Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser The Company has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each the other agreementagreements, document, instrument documents instruments or certificate certificates contemplated by this Agreement hereby or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Company Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and or thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the Board part of Directors of each of Newco, REG and Purchaser, the Company and no other corporate action proceedings on behalf of Newco, REG or Purchaser is its part are necessary to authorize the execution, delivery and or performance of this Agreement or any Company Document or the consummation of the transactions contemplated hereby and thereby. The Stockholder Consent, when delivered, will be irrevocable and is the only vote of the holders of any securities of the Company or any of its Subsidiaries necessary to approve and adopt this Agreement, the Merger and the other transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Company Documents has been or will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Company Document constitutes or when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicablethe Company, enforceable against them it in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy and Equity Exception”).

Authorization of Agreement. Each of Newco, REG Seller and Purchaser its Subsidiaries has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver (or cause to be executed and delivered), as applicable, this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or hereby to be executed or delivered by Newco, REG Seller or Purchaser its Subsidiaries in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder herewith and to consummate the transactions contemplated hereby (all such other agreements, documents, instruments and therebycertificates required to be executed or delivered by Seller or any of its Subsidiaries being hereinafter referred to, collectively, as the "SELLER DOCUMENTS"), and to perform (or cause to be performed) fully the obligations of Seller and its Subsidiaries, as applicable, hereunder and thereunder. The execution, delivery and performance by Newco, REG and Purchaser Seller of this Agreement and by Seller or its Subsidiaries of each Purchaser Document of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate action on the Board part of Directors of each of NewcoSeller or such Subsidiaries, REG and Purchaseras applicable, and no other corporate action proceeding on behalf the part of Newco, REG Seller or Purchaser any Subsidiary is necessary to authorize the execution, delivery and or performance hereof or thereof or the consummation of this Agreement and the transactions contemplated herebyhereby or thereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior be, when delivered to the ClosingPurchaser, duly executed and delivered by Newco, REG Seller and Purchaserits Subsidiaries, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, constitute valid and legally binding obligations of Newco, REG Seller and Purchaserits Subsidiaries, as applicable, enforceable against them each in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full all requisite corporate or limited liability company entity power and authority, as the case may be, authority to execute and deliver this Agreement , the Transaction Documents to which such Seller is a signatory and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser such Seller in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser "Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser each Seller of this Agreement and each Purchaser Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board all requisite corporate or entity action on behalf of Directors of each of Newco, REG and Purchaser, such Seller and no other corporate action or entity proceedings on behalf the part of Newcoeither Seller or its general partner or manager, REG or Purchaser as applicable, is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebynecessary. This Agreement has been, and each Purchaser Document of the Documents will be at or prior to delivery thereof on the ClosingInitial Closing Date or License-Related Asset Purchase Closing Date, as applicable, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Documents when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicableeach Seller party thereto, enforceable against them it in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG QIAGEN and Purchaser Merger Sub has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or required hereby to be executed and delivered by Newcoit at the Closing, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by each of QIAGEN and performance by Newco, REG and Purchaser Merger Sub of this Agreement and each Purchaser Document instrument required hereby to be executed and delivered by it at the Closing, the performance of obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Supervisory Directors and the Board of each Directors, respectively, of Newco, REG QIAGEN and PurchaserMerger Sub, and by QIAGEN as the sole stockholder of Merger Sub, and except for the filing of the Certificates of Merger, no other corporate action proceedings on behalf the part of Newco, REG QIAGEN or Purchaser is Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, been duly executed and delivered by Newcoeach of QIAGEN and Merger Sub and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof by the other parties hereto Company and thereto) this Agreement constitutesthe Company Shareholders, and each Purchaser Document when so executed and delivered will constitute, the constitutes a legal, valid and binding obligations obligation of Newco, REG each of QIAGEN and Purchaser, as applicableMerger Sub, enforceable against them each of QIAGEN and Merger Sub in accordance with their its terms, subject in each case except to applicable the extent that the enforcement hereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and remedies generally, and subject, as to enforceability, to (B) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law or in equitylaw).

Authorization of Agreement. Each of Newco(a) The Seller has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser "Seller Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the other Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Seller, enforceable against them the Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Board of Directors of the Seller, by resolutions duly adopted at a meeting duly called and held has unanimously (i) determined that this Agreement, the sale of the Shares and the other transactions contemplated hereby are advisable and in the best interests of the Seller and its stockholders and (ii) approved this Agreement, the sale of the Shares and the other transactions contemplated hereby. Such resolutions have not subsequently been rescinded or modified in any way. (c) The holders of a majority of the shares of the Seller's common stock entitled to vote thereon have taken action by written consent to approve this Agreement and the transactions contemplated hereby. No other vote is required by the holders of any class of the capital stock of the Seller or the Company to approve this Agreement and the transactions contemplated hereby.

Authorization of Agreement. Subject to entry of the Sale Order and authorization as is required by the Bankruptcy Court: (a) Each Seller has, or at the time of Newcoexecution will have, REG and Purchaser has full corporate or limited liability company all necessary power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument Ancillary Agreement to which such Seller is or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), will become a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. thereunder; (b) The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document Ancillary Agreement to which a Seller is or will become a party and the consummation of the transactions contemplated hereby and thereby have been been, or at the time of execution will be, duly authorized and approved by all necessary action on the Board part of Directors of each of Newco, REG and Purchaser, such Seller and no other corporate action proceedings (shareholder, member or otherwise) on behalf the part of Newco, REG or Purchaser is Sellers are necessary to authorize the such execution, delivery and performance of this performance; and (c) This Agreement and the transactions contemplated hereby. This each Ancillary Agreement has to which a Seller is or will become a party have been, and each Purchaser Document or when executed will be at or prior to the Closingbe, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, such Seller and (assuming the due authorization, execution and delivery by the other parties hereto and or thereto) this Agreement and each Ancillary Agreement to which a Seller is or will become a party constitutes, and each Purchaser Document when so executed and delivered or will constitute, the legalwhen executed and delivered, such Seller’s valid and binding obligations of Newco, REG and Purchaser, as applicableobligation, enforceable against them such Seller in accordance with their terms, subject to applicable its respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors’ rights and remedies generallyrights, and subject, as to enforceability, to or by general principles of equityequity principles, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)dealing.

Authorization of Agreement. Each of Newco(a) Canterbury has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Canterbury in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Canterbury Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of Canterbury Documents by Canterbury, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, Canterbury’s directors and no other corporate action on behalf the part of Newco, REG or Purchaser Canterbury is necessary to authorize the execution, delivery and performance by Canterbury of this Agreement and the consummation of the transactions contemplated hereby. . (b) This Agreement has been, and each Purchaser Document will be at or prior to the Closing, of Canterbury Documents have been duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Canterbury and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of Canterbury Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Canterbury enforceable against them Canterbury in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) The directors of Canterbury, at a meeting duly called and held at which all the directors of Canterbury were present in person or by telephone (or, in lieu of a meeting, by the written consent of the directors of Canterbury), duly and by majority vote adopted resolutions: (i) approving and declaring advisable this Agreement, the Canterbury Merger and the other transactions contemplated by this Agreement, (ii) directing that the adoption of this Agreement be submitted to the members of Canterbury and (iii) recommending that the members of Canterbury adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) Schedule 6.2(d) sets forth a true, correct and complete list of the holders of record of Canterbury Units and promissory notes as of the date hereof. Prior to the Effective Time, Canterbury will deliver to Stratus true, correct and complete copies of the irrevocable written consents, which are valid and effective under the DLLCA of the requisite holders of Canterbury Units (the “Member Consents”) to the Canterbury Merger. The Member Consents are the only approval of holders of any class or series of Canterbury Units necessary or required (under applicable Law, Canterbury’s certificate of formation, or otherwise) to approve this Agreement on behalf of Canterbury and the transactions contemplated hereby, including the Canterbury Merger. From and after the time of such delivery to Stratus, the Member Consents shall remain in full force and effect and shall be valid and effective under the DLLCA.

Authorization of Agreement. Each of Newco, REG and Purchaser IDX has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement, a Strategic Alliance Agreement substantially in the form of Exhibit D hereto, a Stock Rights and Restrictions Agreement substantially in the form of Exhibit E hereto, an Amended and Restated Cross License and Software Maintenance Agreement substantially in the form of Exhibit F hereto (the "Cross License Agreement"), a Transition Services Agreement substantially in the form of Exhibit G hereto and a Facilities Lease Agreement substantially in the form of Exhibit H hereto (collectively, the "Ancillary Agreements") and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser IDX in connection with the consummation of the transactions contemplated hereby by this Agreement (together with this Agreement and thereby (the “Purchaser Ancillary Agreements, the "IDX Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the IDX Documents will be at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the IDX and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of IDX Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableIDX, enforceable against them IDX in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG Parent and Purchaser has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the Transaction Documents to which either the Parent or Purchaser is a signatory and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or each of Parent and Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “"Purchaser Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG each of Parent and each of Parent and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated and hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery each of Parent and performance of this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been, and each of the Purchaser Document Documents will be at or prior to the Closingtime of delivery thereof to Sellers, duly and validly executed and delivered by Newco, REG each of Parent and Purchaser, as applicable, Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG each of Parent and Purchaser, as applicable, enforceable against them each of Parent and Purchaser in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSubject to obtaining Bankruptcy Court approval pursuant to the Sale Order, REG each Seller has all requisite power, authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each Seller has all requisite power, authority and legal capacity to execute and deliver each Ancillary Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser any Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser "Seller Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser each Seller of this Agreement and each Purchaser other Seller Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all necessary corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyeach such Seller. This Agreement has been, and each Purchaser other Seller Document will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Sellers and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser other Seller Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableSellers, enforceable against them Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and The Purchaser has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement, each Transaction Agreement to which it is a party, and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or the Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and the Purchaser of this Agreement Agreement, the Transaction Agreements and each other agreement to be executed and delivered by the Purchaser Document and in connection with the consummation of the transactions contemplated hereby and thereby have has been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all necessary corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been, and each the Transaction Agreements to be executed and delivered by the Purchaser Document in connection with the consummation of the transactions contemplated hereby will be at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each the Transaction Agreements to be executed and delivered by the Purchaser Document in connection with the consummation of the transactions contemplated hereby when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and the Purchaser, as applicable, enforceable against them the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to rules of law governing specific performance, to injunctive relief and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG Parent and Purchaser Merger Sub has full all -------------------------- requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or required hereby to be executed and delivered by Newco, REG or Purchaser in connection with it at the consummation of the transactions contemplated hereby and thereby Closing (the “Purchaser Documents”including each Related Agreement to which it is a party), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by each of Parent and performance by Newco, REG and Purchaser Merger Sub of this Agreement and each Purchaser Document instrument required hereby to be executed and delivered by it at the Closing, the performance of obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of each of NewcoParent and Merger Sub, REG and Purchaserrespectively, and by Parent as the sole stockholder of Merger Sub, and except for the filing of the Certificate of Merger, no other corporate action proceedings on behalf the part of Newco, REG Parent or Purchaser is Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, been duly executed and delivered by Newcoeach of Parent and Merger Sub and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof by the other parties hereto Company and thereto) this Agreement constitutesthe Company Consenting Stockholders, and each Purchaser Document when so executed and delivered will constitute, the constitutes a legal, valid and binding obligations obligation of Newco, REG each of Parent and Purchaser, as applicableMerger Sub, enforceable against them each of Parent and Merger Sub in accordance with their its terms, subject in each case except to applicable the extent that the enforcement hereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and remedies generally, and subject, as to enforceability, to (B) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law or in equitylaw).

Authorization of Agreement. Each of NewcoIf such Seller is a legal entity, REG and Purchaser such Seller has full corporate or corporate, limited liability company or limited partnership (as applicable) power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”)Seller Documents to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If such Seller is a natural person, such Seller has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the Seller Documents to which it or he is a party, to perform its or his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Seller Documents to which it or he is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newcoall required individual, REG and Purchaser, and no corporate or other corporate legal entity (as applicable) action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebysuch Seller. This Agreement has been, and each Purchaser Document of the Seller Documents to which it or he is a party will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicablesuch Seller, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Seller Document to which it or he is a party, when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicablesuch Seller, enforceable against them such Seller in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoAssignor has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement Agreement, the Ancillary Agreements to which such Assignor is a party and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser such Assignor in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Assignor Documents”), and to perform its obligations hereunder and thereunder and and, except as set forth in clauses (i) through (v) of Section 5.3(b) or on Schedule 5.2, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement Agreement, the Ancillary Agreements and each Purchaser Document the Assignor Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyAssignors. This Agreement has been, and each Purchaser Document of the Ancillary Agreements and the Assignor Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG each respective Assignor which is a party thereto and Purchaser, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Ancillary Agreements and the Assignor Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Assignors enforceable against them in accordance with their termsAssignors, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby by this Agreement (all such other agreements, documents, instruments and thereby (certificates are hereafter collectively referred to as the “Purchaser Documents”), "SELLER DOCUMENTS") and to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and each of the transactions contemplated herebySeller Documents have been duly and validly authorized and approved by the Board of Directors and shareholders of Seller and by all other necessary corporate action on behalf of Seller. This Agreement has been, and each Purchaser Document will be at on or prior to the ClosingClosing each of the Seller Documents will be, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicableSeller, enforceable against them Seller in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and The Purchaser has full all requisite -------------------------- corporate or limited liability company power power, authority and authority, as the case may be, legal capacity to execute and deliver this Agreement Agreement, the Definitive Agreements to which it is a party and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or the Purchaser in connection with the consummation of the transactions contemplated hereby by this Agreement (such other agreements, documents, instruments or certificates, together with this Agreement and thereby (such Definitive Agreements are collectively referred to herein as the “"Purchaser Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement has been, and each of the other Purchaser Documents will be at or prior to Closing, and the performance of the Purchaser's obligations hereunder and thereunder have been duly authorized by all necessary corporate action by the board of directors and no stockholder approval or other corporate proceedings on the part of the Purchaser are necessary to authorize such execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyperformance. This Agreement has been, and each of the other Purchaser Document Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the other Purchaser Document Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and the Purchaser, as applicable, enforceable against them the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSeller and each -------------------------- other party hereto (other than Purchaser or DFG) has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement, a Noncompetition Agreement substantially in the form of Exhibit A hereto (collectively, the "Noncompetition Agreements") and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser such Person in connection with the consummation of the transactions contemplated hereby by this Agreement (together with this Agreement, the Seller Releases and thereby (the “Purchaser Noncompetition Agreements, the "Seller Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG each Seller and Purchaser, as applicable, each other party thereto (other than Purchaser or DFG) and (assuming the due authorization, execution and delivery by the other parties hereto Purchaser and DFG, if a party thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG each Seller and Purchaser, as applicableeach other party thereto (other than Purchaser or DFG), enforceable against them such Person in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoThe Selling Stockholder has all requisite corporate power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Selling Stockholder in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Selling Stockholder Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Selling Stockholder Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all required corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebysuch Selling Stockholder. This Agreement has been, and each Purchaser Document of the Selling Stockholder Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicablethe Selling Stockholder, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document Selling Stockholder Document, when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicablethe Selling Stockholder, enforceable against them the Selling Stockholder in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The executionAll acts and other proceedings required to be taken by the Company, delivery including acts and performance by Newco, REG and Purchaser proceedings of this Agreement and each Purchaser Document the Company’s sole director and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of NewcoShareholders, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the Seller Documents by the Company and the consummation of the Merger and the other transactions contemplated herebyhereby and thereby by Company have been duly taken. This Agreement has been, and each Purchaser Seller Document will be at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Seller Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Legal Requirements affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The affirmative vote of the holders of at least majority of the outstanding Company Common Stock present (in person or by proxy) and voting at a meeting of the Company’s shareholders called to approve the transactions contemplated by this Agreement or acting by written consent in lieu of such a meeting is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the transactions contemplated by this Agreement under Virginia Law (the “Required Vote”)

Authorization of Agreement. Each Subject to entry of Newcothe Bidding Procedures Order and the Sale Order and such other authorization as is required by the Bankruptcy Court, REG and Purchaser each Seller has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its respective obligations hereunder and thereunder thereunder. The execution and to consummate delivery of this Agreement, the transactions Ancillary Agreements and each other agreement, document or instrument contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate or similar action on the Board of Directors part of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which it is a party has beenbeen duly and validly executed and delivered, and each Purchaser Document will agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to the Closing, Closing shall be duly and validly executed and delivered delivered, by Newco, REG and Purchaser, as applicable, the applicable Seller Entity and (assuming the due authorization, execution and delivery by the other parties hereto and theretothe entry of the Sale Order) this Agreement constitutesAgreement, the Ancillary Agreements and each Purchaser Document when so executed and delivered will constituteother agreement, the document or instrument contemplated hereby or thereby to which it is a party constitutes legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, each applicable Seller Entity enforceable against them such Seller Entity in accordance with their termsits respective terms and provisions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and and, subject to obtaining the Company Unitholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser the Company of this Agreement and each Purchaser Document of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company’s Board of Directors of each of Newco, REG and PurchaserDirectors, and except for obtaining the Company Unitholder Approval, no other corporate action on behalf the part of Newco, REG or Purchaser the Company as an Iowa limited liability company is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Company Documents will be be, at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by Newco, Purchaser and REG and receipt of the other parties hereto and theretoCompany Unitholder Approval) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding membership units of the Company in favor of the adoption of this Agreement is the only vote or approval of the holders of any class or series of equity of the Company which is necessary to adopt this Agreement and approve the transactions contemplated hereby (the “Company Unitholder Approval”); provided, however, the distribution of the Newco Common Stock and Newco Preferred Stock to the Company Unitholders in connection with the dissolution of the Company on the terms provided herein, which is not a condition to Closing, will require the affirmative vote of the Company Unitholders holding seventy-five percent (75%) of the outstanding membership units of the Company in favor of the dissolution of the Company (the “Dissolution Approval”). None of the Organizational Documents of the Company, other Documents between the Company and the Company Unitholders, or applicable Law grant, provide for, or establish dissenter’s appraisal rights with respect to the Transaction.

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser each Seller of this Agreement and each Purchaser Document the other Transaction Agreements to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby and thereby Transactions, subject to requisite Bankruptcy Court approvals, have been duly authorized and approved by all requisite corporate action, limited liability company action or limited partnership action on the Board part of Directors of each of Newcosuch Seller, REG and Purchaseras applicable, and no other corporate action organizational proceedings on behalf of Newco, REG or Purchaser is such Seller’s part are necessary to authorize the execution, delivery and performance by such Seller of this Agreement or the other Transaction Agreements and the consummation by it of the Transactions. Subject to requisite Bankruptcy Court approvals, this Agreement and the transactions contemplated hereby. This Agreement has other Transaction Agreements to which each Seller is a party have been, and each Purchaser Document or will be at or prior to the Closingbe, duly executed and delivered by Newcosuch Seller and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement , constitutes, and each Purchaser Document when so executed and delivered or will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablesuch Seller, enforceable against them such Seller in accordance with its and their terms, subject to applicable except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, (b) is subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at law or in equityequity (collectively, the “Enforceability Exceptions”).

Authorization of Agreement. Each of Newco, REG Seller Parent and Purchaser Seller has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller Parent and Seller in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser "Seller Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG Seller Parent and Purchaser Seller of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all necessary corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery Seller Parent and performance of this Agreement and the transactions contemplated herebySeller. This Agreement has been, and each Purchaser Document will be at or prior to of the Closing, Seller Documents has been duly and validly executed and delivered by Newco, REG Seller Parent and Purchaser, as applicable, Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, of the Seller Documents constitute legal, valid and binding obligations of Newco, REG Seller Parent and Purchaser, as applicable, Seller enforceable against them Seller Parent and Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser The Parent has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”)Ancillary Agreements to which it will be a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser the Parent of this Agreement and each Purchaser Document of the Ancillary Agreements to which it will be a party and the consummation performance by the Parent of the transactions contemplated hereby its obligations hereunder and thereby thereunder have been duly and validly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newcothe Parent. No vote of, REG or Purchaser consent by, the holders of any class or series of capital stock or voting debt issued by the Parent is necessary to authorize the execution, execution and delivery and performance by the Parent of this Agreement and or any Ancillary Agreement to which it will be a party or the transactions contemplated herebyperformance by the Parent of its obligations hereunder or thereunder. This Agreement has been, and each Purchaser Document Ancillary Agreement to which the Parent will be a party will at or prior to the ClosingHALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 15 First Closing have been, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Parent and (assuming the due authorization, execution and delivery hereof by the Acquiror and thereof by each other parties hereto and party thereto) this Agreement constitutesconstitutes or, and in the case of each Purchaser Document when so executed and delivered such Ancillary Agreement, will constitute, at the First Closing constitute the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicablethe Parent, enforceable against them the Parent in accordance with their its terms, subject to applicable except as enforcement hereof or thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors’ ' rights generally and remedies generally, and subject, as to enforceability, to general legal principles of equity, including principles general applicability governing the availability of commercial reasonableness, good faith and fair dealing equitable remedies (regardless of whether enforcement is sought considered in a proceeding in equity or at law or in equityunder applicable legal codes).

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its obligations hereunder and thereunder thereunder. The execution and to consummate delivery of this Agreement, the transactions Ancillary Agreements and each other agreement, document or instrument contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate or similar action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyPurchaser. This Agreement and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is a party has beenbeen duly and validly executed and delivered, and each Purchaser Document will agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to the Closing, closing will be duly executed and delivered by Newco, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and theretohereto) this Agreement constitutesAgreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser Document when so executed and delivered will constitute, the is a party constitutes legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, each Purchaser enforceable against them Purchaser in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG Intermediate LLC and Purchaser the Company has full corporate or limited liability company all requisite entity power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG Intermediate LLC or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Company Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all requisite action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement Intermediate LLC and the transactions contemplated herebyCompany, as applicable. This Agreement has been, and each Purchaser Document of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG Intermediate LLC and Purchaserthe Company, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Company Documents will, when so executed and delivered will delivered, constitute, the legal, valid and binding obligations of Newco, REG Intermediate LLC and Purchaserthe Company, as applicable, enforceable against each of them in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoAT&T Party has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser each AT&T Party in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, except that the implementation of certain services provided for in the Commercial Agreements is contingent upon the obtainment of the Permit applied for on January 10, 2011 by Purchaser with the Mexican Ministry of Communications and Transports to become [***] in form and substance acceptable to Purchaser (the “[***] License”, and the transactions requiring the [***] License, the “[***] License Transactions”). The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each of the Purchaser Document Documents, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all required action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebysuch AT&T Party. This Agreement has been, and each of the Purchaser Document Documents will be at or prior to the ClosingClosing (or with respect with the Commercial Agreements, on the date contemplated in the Equipment Lease Agreement), duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, such AT&T Party and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Purchaser Document Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablesuch AT&T Party, enforceable against them such AT&T Party in accordance with their its terms; subject, subject as to applicable enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)equity principles.

Authorization of Agreement. Each Subject to entry of Newcothe Sale Order, REG Seller -------------------------- has all requisite power, authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser "Seller ------ Documents”"), and to perform its obligations hereunder and thereunder and to --------- consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate or limited liability company (as the Board of Directors of each of Newco, REG and Purchaser, and no other corporate case may be) action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Sale Order, and, with respect to Seller's obligations under Section 7.1, the entry of the Bidding Procedures ----------- Order) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Seller enforceable against them Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and to perform its obligations hereunder and thereunder ) and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newcothe Company, REG or Purchaser except for obtaining the Stockholder Approval. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock in favor of the approval of the Merger (the “Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary to authorize in connection with the execution, delivery and performance consummation of this Agreement the Merger and the other transactions contemplated herebyby this Agreement. This Agreement has been, and each Purchaser Document of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Company Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The board of directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the Merger), (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the terms of this Agreement and the transactions contemplated hereby, including the Merger and the other transactions contemplated by this Agreement, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of the stockholders of the Company, and (iv) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company.

Authorization of Agreement. Each of NewcoSeller has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Sellers in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyeach Seller. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Sale Order, and, with respect to Sellers’ obligations under Section 7.1, the entry of an order of the Bankruptcy Court approving such obligations) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Sellers enforceable against them Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco(a) The Company has all requisite corporate power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Transaction Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Transaction Documents by the Company, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the its Board of Directors and the Company Stockholders (to the extent required by the DGCL and/or the Charter Documents of each of Newco, REG and Purchaser, the Company) and no other corporate action on behalf the part of Newco, REG or Purchaser the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby. . (b) This Agreement has been, and each Purchaser Document will be at or prior to of the Closing, Transaction Documents has been duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Transaction Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaserthe Company, as applicable, enforceable against them the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) The Board of Directors of the Company, at a meeting duly called and held at which a quorum of directors of the Company were present in person or by telephone (or, in lieu of a meeting, by the written consent of the directors of the Company), duly and, all directors present, unanimously adopted resolutions, after applicable disclosure of any and all conflicts in accordance with applicable Law, (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, and (ii) recommending that the Company Stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) Schedule 5.2(d) sets forth a true, correct and complete list of the holders of record of Company Stock as of the date hereof. Not later than two (2) Business Days following execution of this Agreement, the Company shall deliver to Parent true, correct and complete copies of the irrevocable written consents to the Merger, which are valid and effective under the DGCL, of (i) the holders of at least 51% of the issued and outstanding Company Common Stock, voting together with the holders of the issued and outstanding Class C Convertible Preferred Stock on an as-converted basis and the issued and outstanding Class D Convertible Preferred Stock on an as-converted basis, (ii) the holders of at least 75% of the issued and outstanding Class C Convertible Preferred Stock, and (iii) the holders of at least 51% of the issued and outstanding Class D Convertible Preferred Stock (the consents set forth in clauses (i), (ii), and (iii), collectively, the “Stockholder Consents”). The approval of the Company’s Board of Directors, the Stockholder Consents, and the consents set forth on Schedule 5.3 are the only approvals necessary or required (under applicable Law, the Company’s Charter Documents or any other documents or agreements of Company or entered into by the Company) to approve this Agreement and the transactions contemplated hereby, including the Merger. From and after the time of such delivery to Parent, the Stockholder Consents shall remain in full force and effect and shall be valid and effective under the DGCL.

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full all necessary corporate or limited liability company similar organizational power and authority, as the case may be, authority to execute and deliver this Agreement and each of the other agreements contemplated hereby (each such agreement, document, instrument or certificate contemplated by this Agreement or an “Ancillary Agreement”) to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and or thereby. The execution, delivery and performance by Newco, REG and Purchaser each Seller of this Agreement and each Purchaser Document of the Ancillary Agreements to which it is a party, and the consummation by such Seller of the transactions contemplated hereby or thereby, subject to requisite Bankruptcy Court approvals as described in this Agreement, have been, or with respect to any Ancillary Agreement to which such Seller is a party, will be prior to the execution and thereby have been delivery thereof, duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, all requisite corporate or similar organizational action and no other corporate action or similar organizational proceedings on behalf its part or on the part of Newcoany of its stockholders or other equityholders are, REG or Purchaser is will be when so executed and delivered, necessary to authorize the execution, delivery and performance by such Seller of this Agreement or any Ancillary Agreement to which it is a party and the consummation by it of the transactions contemplated herebyhereby or thereby. This Subject to requisite Bankruptcy Court approvals, this Agreement has been, and each Purchaser Document will be at or prior to the Closing, each Ancillary Agreement to which it is a party will be, duly executed and delivered by Newcosuch Seller and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof by the other parties hereto and or thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the constitutes a legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicablesuch Seller, enforceable against them such Seller in accordance with their its terms, subject to applicable except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, (ii) is subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding at law or in equityequity (clauses (i) and (ii), collectively, the “Enforceability Exceptions”).

Authorization of Agreement. Each of Newco(a) The Company has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Company Documents”), and to perform its obligations hereunder and thereunder and and, in the event of the termination of the XM Agreement, to consummate the transactions contemplated hereby and therebypursuant to the Company Documents. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Company Documents by the Company, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the its Board of Directors of each of Newcoand, REG and Purchaserexcept for such corporate action as may be necessary to terminate the XM Agreement, and no other corporate action on behalf the part of Newco, REG or Purchaser the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby. . (b) This Agreement has been, and each Purchaser Document of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaserthe Company, as applicable, enforceable against them the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) The Board of Directors of the Company, at a meeting duly called and held at which all the directors of the Company were present in person or by telephone, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) directing that the adoption of this Agreement be submitted to the stockholders of the Company and (iii) recommending that the stockholders of the Company adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way as of the date of this Agreement. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class (the “Company Stockholder Approval”) is the only approval of holders of any class or series of Company capital stock necessary or required (under applicable Law, the Company’s certificate of incorporation and bylaws, or otherwise) to approve this Agreement and the transactions contemplated hereby, including the Merger. (d) Schedule 5.A.2(d) sets forth a true, correct and complete list of the holders of Company Stock as of the date hereof. The Company shall on the date hereof, immediately following the execution and delivery of this Agreement, seek the irrevocable written consents, which shall be valid and effective under Section 228 of the DGCL, of holders of 100% of the issued and outstanding Company Stock (the “Stockholder Consents”) to the Merger and shall deliver true, correct and complete copies of such Stockholder Consents to Parent on the date hereof. From and after the time of such delivery to Parent, the Stockholder Consents are in full force and effect and are valid and effective under Section 228 of the DGCL.

Authorization of Agreement. Each of Newco, REG and Purchaser Acquired Company has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the applicable Ancillary Agreements and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its obligations hereunder and thereunder and, subject to entry of the Sale Order and such other authorizations as are required by the Bankruptcy Court, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement Agreement, the applicable Ancillary Agreements and each Purchaser Document other agreement, document or instrument contemplated hereby or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company or similar action on the Board of Directors part of each of NewcoAcquired Company. Subject to requisite Bankruptcy Court approval, REG this Agreement, the applicable Ancillary Agreements and Purchasereach other agreement, document or instrument contemplated hereby or thereby to which each Acquired Company is a party has been duly and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery validly executed and performance of this Agreement and the transactions contemplated hereby. This Agreement has beendelivered, and each Purchaser Document will agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to the Closing, Closing shall be duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, such Acquired Company and (assuming the due authorization, execution and delivery by the other parties hereto and theretothe entry of the Sale Order) this Agreement constitutesAgreement, the applicable Ancillary Agreements and each Purchaser Document when so executed and delivered will constituteother agreement, the document or instrument contemplated hereby or thereby to which any Acquired Company is a party constitutes legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, such Acquired Company enforceable against them such Acquired Company in accordance with their termsits respective terms and provisions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, except as to enforceability, to such enforceability is limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSeller has all requisite power, REG ---------------------------- authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Sellers in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser "Sellers Documents”"), and to perform its their respective obligations hereunder and ------------------ thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Sellers Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyeach Seller. This Agreement has been, and each Purchaser Document of the Sellers Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Approval Order, and, with respect to Sellers' obligations under Section 4.7, the entry of the Bidding Procedures ----------- Order) this Agreement constitutes, and each Purchaser Document of the Sellers Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Sellers enforceable against them Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser Seller of this Agreement and each Purchaser Document Seller's Additional Agreements, the execution, delivery and performance by WRC of the WRC Note, the Term Facility, the Revolving Facility and the WRC Additional Agreements and the consummation by Seller and the Companies of the transactions contemplated hereby and thereby thereby, including the Reorganization, the Charter Amendment, the Note Purchase, the Term Borrowing, the entering into of the Revolving Facility, the Preferred Stock Purchase, the Redemption and the Purchase (the "Transactions"), have been duly authorized by all necessary corporate and approved by the Board stockholder action of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement Seller and the transactions contemplated herebyCompanies. This Agreement Seller has been, and each Purchaser Document will be at or prior to the Closing, duly executed and delivered by Newco, REG this Agreement and Purchaser, as applicableprior to the Closing will have duly executed and delivered each of Seller's Additional Agreements, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of Seller's Additional Agreements when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableSeller, enforceable against them Seller in accordance with their respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditors’ the rights of creditors generally and remedies generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject, as to enforceability, to general principles by an implied covenant of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless dealing. Immediately prior to the Closing, WRC will have duly filed the Charter Amendment with the Secretary of whether enforcement is sought in a proceeding at law or in equity)State of the State of Delaware and duly executed the WRC Note, the Term Facility, the Revolving Facility and each WRC Additional Agreement.

Authorization of Agreement. Each of NewcoHoldings and Sxxxxxx has all requisite corporate power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Holdings and Sxxxxxx in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Sxxxxxx Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Sxxxxxx Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all required corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery Holdings and performance of this Agreement and the transactions contemplated herebySxxxxxx. This Agreement has been, and each Purchaser Document of the Sxxxxxx Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG Holdings and Purchaser, as applicableSxxxxxx, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document Sxxxxxx Document, when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG Holdings and Purchaser, as applicableSxxxxxx, enforceable against them Holdings and Sxxxxxx in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company power all requisite power, authority and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser it in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all necessary corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, enforceable against them Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding Legal Proceeding at law or in equity). None of the execution and delivery by Purchaser of this Agreement and the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of the Organizational Documents of Purchaser.

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Company Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Company Documents, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all required action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyCompany. This Agreement has been, and each Purchaser Document will be at or prior to of the Closing, Company Documents has been duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, of the Company Documents constitutes the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Each Seller has all requisite power (corporate or other), authority and legal capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by such Seller in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the “Seller Documents”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Seller Documents, the performance of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Sellers. This Agreement and each of the Seller Documents has been duly and validly executed and delivered by each Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each of the Seller Documents constitutes the legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors or Board of Managers, as applicable, of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSeller has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser Seller. The approval of the shareholder of Seller is necessary to authorize not required in connection with the execution, execution and delivery and performance of this Agreement and by Seller or the consummation of the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, Closing (other than such Seller Documents which are required to be duly and validly executed and delivered by NewcoSeller on a date after the Closing Date), REG duly and Purchaser, as applicable, validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableSeller, enforceable against them it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, or the rights of creditors of depository institutions the accounts of which are insured by the FDIC, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its obligations hereunder and thereunder thereunder. The execution and to consummate delivery of this Agreement, the transactions Ancillary Agreements and each other agreement, document or instrument contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate -60- or similar action on behalf the part of NewcoPurchaser. This Agreement, REG the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is necessary to authorize the execution, delivery a party has been duly and performance of this Agreement validly executed and the transactions contemplated hereby. This Agreement has beendelivered, and each Purchaser Document will agreement, document or instrument contemplated hereby to be delivered at or prior to the Closing, Closing shall be duly executed and delivered by Newco, REG and Purchaser, as applicable, Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and theretohereto) this Agreement constitutesAgreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser Document when so executed and delivered will constitute, is a party constitutes the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Purchaser enforceable against them Purchaser in accordance with their termsits respective terms and provisions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. (a) Each of NewcoSeller has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement, the Escrow Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser such Seller in connection with the consummation of the transactions contemplated hereby by this Agreement (together with this Agreement and thereby (the “Purchaser Documents”Escrow Agreement, the "SELLER DOCUMENTS"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableeach Seller, enforceable against them each Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by it in connection with the consummation of the transactions contemplated by this Agreement (collectively, the "COMPANY DOCUMENTS"), and to perform any of its obligations contemplated hereby and thereby. At the Closing, each of the Company Documents will be duly and validly executed and delivered by the Company, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) each of the Company Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each Seller has all requisite power and authority to execute and deliver each of the Ancillary Agreements and such other agreementagreements, documentdocuments, instrument instruments or certificate certificates contemplated by this Agreement or to be executed by Newco, REG or Purchaser such Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby has been, and the Seller Documents and the consummation of the transactions contemplated thereby have been will be, duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyeach Seller. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Sale Order, and, with respect to Sellers’ obligations under Section 3.2(c), 4.4-4.6 and ARTICLES VIII, IX, XI, and XII, the entry of the Bidding Procedures Order) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablesuch Seller, enforceable against them such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Remedies Exception”).

Authorization of Agreement. Each of Newco, REG The Seller and Purchaser has the -------------------------- Shareholder Indemnitors have full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser them in connection with the consummation of the transactions contemplated hereby by this Agreement (all such other agreements, documents, instruments and thereby (certificates required to be executed by the “Purchaser Seller and the Shareholder Indemnitors being hereinafter referred to, collectively, as the "Seller Documents”"), and to perform its fully their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Newco, REG and Purchaser the Seller of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have Seller Documents has been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all necessary corporate action on behalf the part of Newcothe Seller, REG or Purchaser is necessary to authorize including the execution, delivery and performance approval of this Agreement and the transactions contemplated herebycompany's shareholders. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly executed and delivered by Newco, REG the Seller and Purchaser, as applicablethe Shareholder Indemnitors, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG the Seller and Purchaser, as applicablethe Shareholder Indemnitors, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoParent, REG Purchaser and Purchaser has full corporate or limited liability company power and authoritythe Sponsors, as the case may beapplicable, has all requisite power, authority and legal capacity to execute and deliver this Agreement Agreement, the Equity Guarantees, and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by NewcoParent, REG Purchaser or Purchaser Sponsor in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Documents”)) and, subject to entry of the Confirmation Order and the Plan Sponsor Order, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each the Purchaser Document Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all requisite company action on behalf the part of NewcoParent, REG or Purchaser is necessary to authorize the executionand each Sponsor, delivery and performance of this Agreement and the transactions contemplated herebyas applicable. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly and validly executed and delivered by NewcoParent, REG Purchaser and Purchasereach Sponsor, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, and the entry of the Confirmation Order) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of NewcoParent, REG Purchaser and Purchasereach Sponsor, as applicable, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoExcept for such authorization as is required by the Bankruptcy Court (as hereinafter provided for), REG (i) each Seller has all requisite power, authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver deliver, and has taken all corporate action, including approval of its members or shareholders (as applicable), necessary for it to validly execute and deliver, this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed and delivered by such Seller in connection with such Seller entering into this Agreement and (ii) subject to the satisfaction of the conditions referred to in clause (iv) of Section 5.3(a), each Seller has all requisite power, authority and legal capacity to execute and deliver, and has taken all corporate action necessary for it to validly execute and deliver, each agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Newco, REG or Purchaser such Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with the other documents, other than this Agreement, referred to in clause (i) of this sentence, the “Purchaser Seller Documents”), ) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this This Agreement and each Purchaser Document and the consummation of the transactions Seller Documents contemplated hereby to be executed and thereby have been duly authorized and approved by delivered in connection with the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of Sellers entering into this Agreement and the transactions contemplated hereby. This Agreement has have been, and each Purchaser other Seller Document will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the applicable Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Sale Order, and, with respect to the Sellers’ obligations under Section 7.1, the entry of the Bidding Procedures Order) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, the Sellers enforceable against them each Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). None of the execution and delivery by a Seller of this Agreement and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by a Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of the certificate of incorporation and bylaws or comparable organizational documents of a Seller.

Authorization of Agreement. Each of NewcoSeller has all requisite organizational power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby and thereby (together with this Agreement, the “Purchaser Seller Documents”)) to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Seller Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all required organizational action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement has been, and each Purchaser Document of the Seller Documents to which it is a party will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicableSeller, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Seller Document to which it is a party, when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicableSeller, enforceable against them Seller in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSeller has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Sellers in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser "Seller Documents”"), and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyeach Seller. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Sale Order, and, with respect to Sellers' obligations under Section 7.1, the entry of an order of the Bankruptcy Court approving such obligations) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Sellers enforceable against them Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSeller has all requisite power, REG -------------------------- authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver deliver, as applicable, this Agreement, an Employment Agreement substantially in the form of Exhibit A hereto (the "Employment Agreements"), an Escrow Agreement substantially in the form of Exhibit B hereto (the "Escrow Agreement"), a Non-Competition Agreement substantially in the form of Exhibit C hereto (the "Non-Competition Agreements"), a Consulting Agreement substantially in the form of Exhibit D hereto (the "Consulting Agreement") and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser such Seller in connection with the consummation of the transactions contemplated hereby by this Agreement (together with this Agreement, the Employment Agreements, the Escrow Agreement, the Non-Competition Agreement and thereby (the “Purchaser Consulting Agreement, the "Seller Documents”"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this This Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby other Seller Documents have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly validly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, of the other Seller Documents constitutes a legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicableeach Seller, enforceable against them each Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each Subject to the approval of Newco, REG and Purchaser the Bankruptcy Court: (a) Seller has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The ; (b) the execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all requisite action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of Seller; and (c) this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Seller and (assuming the due authorization, execution and delivery by the other parties hereto and theretothereto and the approval of the Bankruptcy Court) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Seller enforceable against them Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law Law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, and Seller and each of its Subsidiaries has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG Seller or Purchaser its Subsidiaries in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and including the other Ancillary Agreements, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery Seller and performance each of this Agreement and the transactions contemplated herebyits Subsidiaries. This Agreement has been, and each Purchaser Document of the Ancillary Agreements will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG Seller and Purchaser, as applicable, each of its Subsidiaries which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Ancillary Agreements when so executed and delivered will constitute, the legal, valid and binding obligations of NewcoSeller, REG and Purchaseror, as applicablethe case may be, its Subsidiary enforceable against them Seller or, as the case may be, its Subsidiary in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSubject only to obtaining Bankruptcy Court approval pursuant to the Sale Order, REG the Seller has all requisite organizational power, authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and the Seller has all requisite organizational power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionSubject to obtaining Bankruptcy Court approval pursuant to the Sale Order, the execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newcothe Seller, REG or Purchaser is necessary to authorize including any approvals of the execution, delivery and performance board of this Agreement and the transactions contemplated herebydirectors. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) following the approval of this Agreement and the transactions contemplated hereby by the Bankruptcy Court pursuant to the Sale Order, this Agreement, constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Seller, enforceable against them the Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and (a) Purchaser has full corporate or limited liability company power all requisite power, authority and authority, as the case may be, legal capacity to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each other Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other corporate all necessary limited liability company action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyPurchaser. This Agreement has been, and each other Purchaser Document will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each other Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, enforceable against them Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Each Designated Affiliate will have all requisite power, authority and legal capacity to execute and deliver the applicable Purchaser Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by such Designated Affiliate of the applicable Purchaser Documents and the consummation of the transactions contemplated thereby will be duly authorized by all necessary action on behalf of such Designated Affiliate. Each applicable Purchaser Document will be at or prior to the Closing, duly and validly executed and delivered by such Designated Affiliate and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) such Purchaser Document when so executed and delivered will constitute, legal, valid and binding obligations of such Designated Affiliate, enforceable against such Designated Affiliate in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each Subject to entry of Newcothe Bidding Procedures Order and the Sale Order and such other authorization as is required by the Bankruptcy Court, REG and Purchaser each Seller has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its respective obligations hereunder and thereunder thereunder. The execution and to consummate delivery of this Agreement, the transactions Ancillary Agreements and each other agreement, document or instrument contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate or similar action on the Board of Directors part of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which it is a party has beenbeen duly and validly executed and delivered, and each Purchaser Document will agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to the Closing, Closing will be duly and validly executed and delivered delivered, by Newco, REG and Purchaser, as applicable, the applicable Seller and (assuming the due authorization, execution and delivery by the other parties hereto and theretothe entry of the Bidding Procedures Order, the Sale Order and such other authorization as is required by the Bankruptcy Court) this Agreement constitutesAgreement, the Ancillary Agreements and each Purchaser Document when so executed and delivered will constituteother agreement, the document or instrument contemplated hereby or thereby to which it is a party constitutes legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, each Seller enforceable against them such Seller in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each (a) Subject to entry of Newcothe Sale Order, REG and Purchaser as applicable, each Seller has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Ancillary Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Newco, REG and Purchaser such Seller of this Agreement and each Purchaser Document Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by all requisite corporate or similar action on the Board of Directors part of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement and each Ancillary Agreement to which it is a party has beenbeen duly and validly executed and delivered, and each Purchaser Document will agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to the Closing, Closing will be duly and validly executed and delivered delivered, by Newco, REG and Purchaser, as applicable, the applicable Seller and (assuming the due authorization, execution and delivery by the other parties hereto and theretothe entry of the Sale Order) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the Ancillary Agreement to which it is a party constitutes legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, each applicable Seller enforceable against them such Seller in accordance with their its respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or similar laws Laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law law) (the “Enforceability Exceptions”). (b) Sellers have made available to Purchaser accurate and complete copies of each Acquired Entity’s Organizational Documents, as currently in effect, and no Acquired Entity is in default under or in equity)violation of any provision thereof.

Authorization of Agreement. Each Subject to entry of Newcothe Bidding Procedures Order and the Sale Order and such other authorization as is required by the Bankruptcy Court, REG and Purchaser each Seller has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its respective obligations hereunder and thereunder thereunder. The execution and to consummate delivery of this Agreement, the transactions Ancillary Agreements and each other agreement, document or instrument contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate or similar action on the Board of Directors part of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which it is a party has beenbeen duly and validly executed and delivered, and each Purchaser Document will agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to the Closing, Closing shall be duly and validly executed and delivered delivered, by Newco, REG and Purchaser, as applicable, the applicable Seller Entity and (assuming the due authorization, execution and delivery by the other parties hereto and theretothe entry of the Bidding Procedures Order and the Sale Order) this Agreement constitutesAgreement, the Ancillary Agreements and each Purchaser Document when so executed and delivered will constituteother agreement, the document or instrument contemplated hereby or thereby to which it is a party constitutes legal, valid and binding -39- obligations of Newco, REG and Purchaser, as applicable, each applicable Seller Entity enforceable against them such Seller Entity in accordance with their termsits respective terms and provisions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).. 5.3

Authorization of Agreement. Each of Newco, REG Buyer and Purchaser Merger Sub has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG Buyer or Purchaser Merger Sub in connection with the consummation of the transactions contemplated hereby and thereby Transactions (the “Purchaser Buyer Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery by each of Buyer and performance by Newco, REG and Purchaser Merger Sub of this Agreement and each Purchaser Document the Buyer Documents and the consummation by Buyer and Merger Sub of the transactions contemplated hereby Merger and thereby other Transactions have been duly authorized by all necessary action on behalf of Buyer and approved by the Board of Directors of each of Newco, REG and PurchaserMerger Sub, and no other corporate action on behalf the part of Newco, REG Buyer or Purchaser Merger Sub (other than the filing of appropriate merger documents with the Secretary of State of the State of Delaware) is necessary to authorize the execution, delivery and performance of this Agreement and each of the transactions contemplated herebyBuyer Documents and the consummation of the Merger and other Transactions. This Agreement has been, and each Purchaser Document of the Buyer Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG Buyer and PurchaserMerger Sub, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Buyer Document when so executed and delivered will constitute, the legal, valid and binding obligations obligation of Newco, REG Buyer and PurchaserMerger Sub, as applicable, enforceable against them Buyer and Merger Sub, as applicable, in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG Xxxxr and Purchaser HOLL has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this delivex xxis Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG Buyer or Purchaser HOLL in connection with the consummation of the transactions contemplated contxxxxated hereby and thereby (all of such agreements, documents, instruments and certificates required to be executed by Buyer or HOLL being hereinafter referred to, collectively, as the “Purchaser Documents”"Buyer Dxxxxents"), and to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Newco, REG Buyer and Purchaser HOLL of this Agreement and each Purchaser Buyer Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved autxxxxzed by the Board of Directors of each of Newco, REG Buyer and Purchaser, HOLL and no by all other necessary corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery Bxxxx and performance of this Agreement and the transactions contemplated herebyHOLL. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, eaxx xf the Buyer Documents will be, duly and validly executed and delivered by Newco, REG and PurchaserBuyer or HOLL, as applicable, and (assuming the due authorization, execution and executixx xnd delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Buyer Documents when so executed and delivered will constitute, the legal, valid and binding obligations obligation of NewcoBuyer and HOLL, REG enforceable against Buyer and PurchaserHOLL, as applicable, enforceable against them in accordance accorxxxxe with their its respective terms, subject subxxxx to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each Subject to entry of Newcothe Bidding Procedures Order and the Sale Order and such other authorization as is required by the Bankruptcy Court, REG and Purchaser each Seller has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its respective obligations hereunder and thereunder thereunder. The execution and to consummate delivery of this Agreement, the transactions Ancillary Agreements and each other agreement, document or instrument contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate or similar action on the Board of Directors part of each of Newco, REG and Purchaser, and no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which it is a party has beenbeen duly and validly executed and delivered, and each Purchaser Document will agreement, document or instrument contemplated hereby or thereby to be delivered at or prior to the Closing, Closing shall be duly and validly executed and delivered delivered, by Newco, REG and Purchaser, as applicable, the applicable Seller Entity and (assuming the due authorization, execution and delivery by the other parties hereto and theretothe entry of the Bidding Procedures Order and the Sale Order) this Agreement constitutesAgreement, the Ancillary Agreements and each Purchaser Document when so executed and delivered will constituteother agreement, the document or instrument contemplated hereby or thereby to which it is a party constitutes legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, each applicable Seller Entity enforceable against them such Seller Entity in accordance with their termsits respective terms and provisions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoExcept for such authorization as is required by the Bankruptcy Court (as hereinafter provided for), REG Seller has all requisite power, authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySeller. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Seller which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Sale Order, and, with respect to Seller’s obligations under Section 4.4, the entry of the Breakup Fee and Competing Bid Order) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and PurchaserSeller enforceable against Seller or, as applicablethe case may be, enforceable against them its Subsidiary in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and to perform its obligations hereunder and thereunder ) and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newcothe Company, REG or Purchaser except for obtaining the Stockholder Approval. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock in favor of the approval of the Merger (the “Stockholder Approval”) is the only vote of the holders of any of the Company's capital stock necessary to authorize in connection with the execution, delivery and performance consummation of this Agreement the Merger and the other transactions contemplated herebyby this Agreement. This Agreement has been, and each Purchaser Document of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Company Document when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The board of directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the Merger), (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the terms of this Agreement and the transactions contemplated hereby, including the Merger and the other transactions contemplated by this Agreement, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of the stockholders of the Company, and (iv) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company.

Authorization of Agreement. Each of Newco, REG and Purchaser the Acquiror Parties -------------------------- has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or required hereby to be executed and delivered by Newcothe Acquiror Parties at the Closing, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser the Acquiror Parties of this Agreement and each Purchaser Document instrument required hereby to be executed and delivered by the Acquiror Parties at the Closing and the consummation performance of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder have been duly and validly authorized and approved all necessary corporate action by the Board Company and Newco (no approval of Directors the stockholders of each Acquiror being required by Law or the certificate of Newcoincorporation or bylaws of Acquiror). Except for filing of the Certificate of Merger, REG and Purchaser, and no other corporate action proceedings on behalf the part of Newco, REG Acquiror or Purchaser is Newco are necessary to authorize the execution, delivery and performance consummation of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, been duly executed and delivered by Newcoeach of the Acquiror Parties and, REG and Purchaser, as applicable, and (assuming the due authorization, execution and delivery hereof by the other parties hereto and thereto) this Agreement constitutesCompany, and each Purchaser Document when so executed and delivered will constitute, the constitutes a legal, valid and binding obligations obligation of Newco, REG and Purchaser, as applicableeach of the Acquiror Parties, enforceable against them each of the Acquiror Parties in accordance with their its terms, subject to applicable except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors' rights generally and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to (ii) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law or in equitylaw).

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Sellers in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby and no other corporate proceedings on the part of each such Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyeach Seller. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, each Seller which is a party thereto and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableeach Seller, enforceable against them each Seller in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles . The consummation of commercial reasonableness, good faith and fair dealing (regardless the transactions contemplated by this Agreement does not require the approval of whether enforcement is sought in a proceeding at law or in equity)the stockholders of Parent.

Authorization of Agreement. Each of Newco(a) The Company has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (together with this Agreement, the “Purchaser Company Documents”), and subject to perform its obligations hereunder and thereunder and obtaining the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Company Documents by the Company, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the its Board of Directors of each of Newcoand, REG and Purchaserexcept for obtaining the Company Stockholder Approval, and no other corporate action on behalf the part of Newco, REG or Purchaser the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby. . (b) This Agreement has been, and each Purchaser Document of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaserthe Company, as applicable, enforceable against them the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) The Board of Directors of the Company, at a meeting duly called and held at which all the directors of the Company were present in person or by telephone, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger, the COI Amendment and the other transactions contemplated by this Agreement, (ii) directing that the adoption of this Agreement and the COI Amendment be submitted to the stockholders of the Company and (iii) recommending that the stockholders of the Company adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way as of the date of this Agreement. The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class, (ii) a majority of the outstanding shares of Common Stock, voting as a separate class, (iii) a majority of the outstanding shares of each series of Preferred Stock, each voting as a separate series, (iv) sixty-six and two-thirds percent (66⅔%) of the outstanding Preferred Stock, voting together as a single class and (v) sixty-six and two-thirds percent (66⅔%) of the Series E Preferred Stock ((i), (ii), (iii), (iv) and (v) collectively, “Company Stockholder Approval”) are, except as may be required under Section 280G of the Code, the only approvals of holders of any class or series of Company capital stock necessary or required (under applicable Law, the Company’s certificate of incorporation and bylaws, or otherwise) to approve this Agreement and the transactions contemplated hereby, including the Merger and the COI Amendment.

Authorization of Agreement. Each of Newco, REG and Purchaser Seller has full all requisite corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the Board part of Directors of each of Newco, REG and Purchaser, Seller and no other corporate action proceedings on behalf the part of Newco, REG or Purchaser is Seller are necessary to authorize the execution, delivery and performance of this Agreement and such other agreements and documents or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing or FCC Licenses Closing, as applicable, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicableSeller, enforceable against them Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser has full corporate or limited liability company the requisite power and authority, as the case may be, authority to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, document or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and or thereby (the “Purchaser Documents”), to which it is a party and to perform its obligations hereunder and thereunder thereunder. The execution and to consummate delivery of this Agreement, the transactions Ancillary Agreements and each other agreement, document or instrument contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document or thereby to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate or similar action on behalf the part of NewcoPurchaser. This Agreement, REG the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is necessary to authorize the execution, delivery a party has been duly and performance of this Agreement validly executed and the transactions contemplated hereby. This Agreement has beendelivered, and each Purchaser Document will agreement, document or instrument contemplated hereby to be delivered at or prior to the Closing, Closing shall be duly executed and delivered by Newco, REG and Purchaser, as applicable, Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and theretohereto) this Agreement constitutesAgreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser Document when so executed and delivered will constitute, is a party constitutes the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, Purchaser enforceable against them Purchaser in accordance with their termsits respective terms and provisions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSeller Entity has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement Agreement, the Ancillary Agreements and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser such Seller Entity in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the other applicable Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebysuch Seller Entity. This Agreement has been, and each Purchaser Document of the other applicable Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, such Seller Entity and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the other applicable Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablesuch Seller Entity, enforceable against them such Seller Entity in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoSubject to obtaining Bankruptcy Court approval pursuant to the Sale Order, REG EIC and Purchaser has full corporate or limited liability company power Seller have all requisite power, authority and authority, as the case may be, legal capacity to execute and deliver this Agreement and each of EIC and Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by NewcoEIC or Seller, REG or Purchaser as applicable, in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of NewcoEIC and Seller, REG or Purchaser is necessary as applicable, in each case, subject to authorize the execution, delivery and performance entry of this Agreement and the transactions contemplated herebySale Order. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG EIC and PurchaserSeller, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) following the approval of this Agreement and the transactions contemplated hereby by the Bankruptcy Court pursuant to the Sale Order, this Agreement, constitutes, and each Purchaser Document of the Seller Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG EIC and Purchaser, as applicable, enforceable against them Seller (to the extent party thereto) in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law Law or in equity).

Authorization of Agreement. Each of Newcothe Sellers and Parent has all requisite power, REG authority and Purchaser has full corporate or limited liability company power and authority, as the case may be, legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG such Seller or Purchaser Parent in connection with the consummation of the transactions contemplated hereby by this Agreement (this Agreement and thereby (such other agreements, documents, instruments and certificates, collectively, the “Purchaser Documents”"TRANSACTION AGREEMENTS"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate action on the Board of Directors part of each of Newco, REG Seller and Purchaser, Parent and no other corporate action or shareholder proceedings on behalf the part of Newco, REG either Seller or Purchaser is Parent are necessary to authorize the execution, delivery and performance of this Agreement and or any of the other Transaction Agreements or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been and each of the other Transaction Agreements have been, and each Purchaser Document or will be at or prior to have been as of the ClosingClosing Date, duly and validly executed and delivered by Newco, REG each Seller and PurchaserParent, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document of the other Transaction Agreements when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG each Seller and Purchaser, as applicableParent, enforceable against them each Seller and Parent in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium reorganization and similar laws Laws affecting creditors’ ' rights and remedies generally, and subject, as subject to enforceability, to general principles the enforceability of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable remedies.

Authorization of Agreement. Each of Newco, REG and Purchaser The Seller has full corporate or limited liability company all requisite power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Seller in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Seller Documents”), and to perform its obligations hereunder and thereunder ) and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and no other all requisite corporate action on behalf the part of Newcothe Seller. Without limiting the generality of the foregoing, REG no consent, waiver, approval, or Purchaser authorization of the stockholders of the Seller or any Subsidiary is necessary to authorize required in connection with the execution, execution and delivery and performance of this Agreement and or the Seller Documents or the compliance by the Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby. This Agreement has been, and each Purchaser Document of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, the Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the Seller Documents constitute the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Seller, enforceable against them it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of NewcoExcept for such authorization as is required by the Bankruptcy Court (as hereinafter provided for), REG each Excluded Opco Entity has all requisite power, authority and Purchaser has full corporate or limited liability company power legal capacity to execute, deliver and authority, as the case may be, to execute and deliver perform this Agreement and each other agreementExcluded Opco Entity has all requisite power, documentauthority and legal capacity to execute, instrument or certificate contemplated by this Agreement or to be executed by Newcodeliver and perform the Excluded Opco Entity Documents, REG or Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser of this Agreement and each Purchaser Document the Excluded Opco Entity Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of Newco, REG and Purchaser, and requires no other corporate action on behalf of Newco, REG or Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyapprovals by any Excluded Opco Entity. This Agreement has been, and each Purchaser Document of the Excluded Opco Entity Documents will be at or prior to the Closing, duly and validly executed and delivered by Newco, REG and Purchaser, as applicable, each Excluded Opco Entity and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, the entry of the Confirmation Order and the 363 Sale Orders) this Agreement constitutes, and each Purchaser Document of the Excluded Opco Entity Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicable, each Excluded Opco Entity enforceable against them each Excluded Opco Entity in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and similar laws generally affecting creditors’ rights and remedies generallyin the case of non-Debtor Excluded Opco Entity, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and and, subject to obtaining the Company Unitholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser the Company of this Agreement and each Purchaser Document of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company’s Board of Directors of each of Newco, REG and PurchaserDirectors, and except for obtaining the Company Unitholder Approval, no other corporate action on behalf the part of Newco, REG or Purchaser the Company as an Iowa limited liability company is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Company Documents will be be, at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by Newco, Purchaser and REG and receipt of the other parties hereto and theretoCompany Unitholder Approval) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding membership units of the Company represented (in person or by proxy) at a meeting of the Company’s Unitholders where a quorum is present in favor of the adoption of this Agreement is the only vote or approval of the holders of any class or series of equity of the Company which is necessary to adopt this Agreement and approve the transactions contemplated hereby (the “Company Unitholder Approval”); provided, however, the distribution of the Newco Common Stock and Newco Preferred Stock to the Company Unitholders in connection with the dissolution of the Company on the terms provided herein, which is not a condition to Closing, will require the affirmative vote of the Company Unitholders holding seventy-five percent (75%) of the outstanding membership units of the Company in favor of the dissolution of the Company (the “Dissolution Approval”). None of the Organizational Documents of the Company, other Documents between the Company and the Company Unitholders, or applicable Law grant, provide for, or establish dissenter’s appraisal rights with respect to the Transaction.

Authorization of Agreement. Each of Newco, REG and Purchaser (a) The Company has full corporate or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Newco, REG or Purchaser the Company in connection with the consummation of the transactions contemplated hereby and thereby by this Agreement (the “Purchaser Company Documents”), and and, subject to obtaining the Company Unitholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Newco, REG and Purchaser the Company of this Agreement and each Purchaser Document of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company's Board of Directors of each of Newco, REG and PurchaserDirectors, and except for obtaining the Company Unitholder Approval, no other corporate action on behalf the part of Newco, REG or Purchaser the Company as an Iowa limited liability company is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been, and each Purchaser Document of the Company Documents will be be, at or prior to the Closing, duly executed and delivered by Newco, REG and Purchaser, as applicable, the Company and (assuming the due authorization, execution and delivery by REG and Purchaser and receipt of the other parties hereto and theretoCompany Unitholder Approval) this Agreement constitutes, and each Purchaser Document of the Company Documents when so executed and delivered will constitute, the legal, valid and binding obligations of Newco, REG and Purchaser, as applicablethe Company, enforceable against them the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding membership units of the Company in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement is the only vote or approval of the holders of any class or series of equity of the Company which is necessary to adopt this Agreement and approve the transactions contemplated hereby (the “Company Unitholder Approval”); provided, however, the dissolution of the Company, which is not a condition to Closing, will require the affirmative vote of the Company Unitholders holding seventy-five percent (75%) of the outstanding membership units of the Company in favor of the dissolution of the Company (the “Dissolution Approval”). None of the Organizational Documents of the Company, other Documents between the Company and the Company Unitholders, or applicable Law grant, provide for, or establish dissenter's appraisal rights with respect to the Transaction.