Common use of Company's Board Clause in Contracts

Company's Board. From and after the date hereof and until the termination of this Agreement as provided in Section 8(a) below, the Stockholders agree to vote all of their Preferred Stock, Common Stock and any other voting securities of the Company over which they have voting control, and the Company will take all reasonable actions within its control, that may be necessary in order to cause: (i) the authorized number of the Company’s Board of Directors (the “Board”) to be maintained at not less than ten (10) nor more than fourteen (14) directors; (ii) the nomination and election to the Board of (A) for so long as NGP holds at least 2,105,263 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), two (2) representatives designated by NGP, (B) for so long as Westway holds at least 657,895 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), one (1) representative designated by Westway, (C) for so long as Bunge holds at least 526,316 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), one (1) representative designated by Bunge and (D) for so long as the members of the USBG Group collectively hold at least 1,277,167 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), one (1) representative designated by the members of the USBG Group holding a majority of the shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of the shares of such Series A Preferred Stock) held by members of the USBG Group (Westway, Bunge and the USBG Group are collectively referred to herein as the “Strategic Investors”); provided, however, in the event any of NGP, Westway, Bunge or USBG Group has elected to have all of its shares of Series A Preferred Stock redeemed by the Company pursuant to the Series A Certificate of Designation (a “Redeeming Stockholder”), and the Company is not able to redeem all the shares of Series A Preferred Stock held by the Redeeming Stockholder, then the Redeeming Stockholder shall not lose the right to have its representative(s) nominated and elected to the Board pursuant to this Subsection 2(a)(ii) until such redemption is complete. (iii) the nomination and election to the Board of, for so long as West Central holds at least 4,750,000 shares of Common Stock (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), five (5) representatives designated by West Central, who shall include Xxxxxxx Xxxxxxxx, for so long as he is the Chief Executive Officer of the Company, and shall include one (1) person knowledgeable about the industry in which the Company operates who would qualify as a “Disinterested Director” (as defined below in Section 2(c)) immediately prior to his or her nomination (whose nomination and election shall be approved by the holders of eighty percent (80%) of the Series A Preferred Stock, such approval not to be unreasonably withheld) (the “Independent Director”); provided, however, at any time as the Chief Executive Officer of the Company is not nominated and elected by West Central or the Series A Stockholders, the Stockholders shall cause the nomination and election to the Board of the Chief Executive Officer of the Company to replace the Independent Director; (iv) the nomination and election to the Board of , , and to serve until the expiration of the restrictions in Article X of the Certificate of Incorporation of the Company, and until their successors are elected and qualified, or until their earlier death, resignation or removal, which obligations to nominate and elect shall be specifically enforceable as third party beneficiaries of this Section 2(a)(iv) by the holders of Series A Preferred Stock and Common Stock, received pursuant to the Merger Agreement dated , 2009 by and among the Company, REG Danville, LLC and Blackhawk Biofuels, LLC, the Asset Purchase Agreement dated , 2009 by and among the Company, REG Xxxxxx, LLC and Central Iowa Energy, LLC and the Asset Purchase Agreement dated , 2009 by and among the Company, REG Wall Lake, LLC and Western Iowa Energy, LLC; (v) the removal from the Board (with or without cause) of any representatives designated hereunder shall be at the written request of the parties possessing the right to designate such representative (but only upon such written request and under no other circumstances); (vi) in the event that any member of the Board designated hereunder for any reason ceases to serve as a member of the Board during such representative’s term of office, the resulting vacancy to be filled by a representative designated by the parties possessing the right to designate such representative as provided hereunder; (vii) in the event that NGP, any of the Strategic Investors or West Central should cease to hold sufficient shares of Series A Preferred Stock (or Common Stock issuable upon conversion of the Series A Preferred Stock), or Common Stock, as applicable, and, therefore, should lose its right to designate a director as described in Section 2(a)(ii) or (iii), the person(s) to fill the resulting Board vacancy or vacancies shall be elected by the holders of a majority of the Preferred Stock and Common Stock voting together as a single class (with the Preferred Stock voting on an as-converted basis); and (viii) Each entity in which the Company directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests (each, a “Subsidiary”) shall reserve to the Company acting through its Board of Directors (to the exclusion of the Board of Directors, Board of Managers or other similar governing body of each Subsidiary) the following powers and authorities: (A) To authorize or issue, or obligate the Subsidiary to issue any stock or units or any securities or instruments convertible into stock or units, or to authorize or approve any new stockholder or member being admitted to the Subsidiary, or consent to allow an assignee to become a stockholder or member; (B) To amend the Articles of Incorporation or Organization of the Subsidiary; (C) To amend any Bylaws or Operating Agreement of the Subsidiary; (D) To otherwise alter or change the rights, preferences or privileges of the stockholders or members of the Subsidiary; (E) To issue, or cause the Subsidiary to issue, any indebtedness, other than trade accounts payable, letters of credit, performance bonds and other similar credit support incurred in the ordinary course of business, or to amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved by the stockholders or members; (F) To redeem, purchase or otherwise acquire any stock, units or equity of the Subsidiary; (G) To declare bankruptcy, dissolve, liquidate or wind up the affairs of the Subsidiary; (H) To modify or change the nature of the Subsidiary’s business such that a material portion of the Subsidiary’s business is devoted to any business other than the business of (x) designing, constructing or operating biodiesel facilities and (y) manufacturing, selling or marketing biodiesel fuels; (I) To grant any exclusive rights or licenses in the Subsidiary’s intellectual property; (J) To make any capital expenditure in excess of $500,000 which is not otherwise included in the annual budget previously approved by shareholders or members of the Subsidiary; (K) To elect or remove directors or managers of the Subsidiary; (L) To sell, exchange, lease, mortgage, pledge or other transfer all or substantially all of the assets of the Subsidiary or any asset with a sale price in excess of $500,000 outside the ordinary course of business; (M) To merge or consolidate the Subsidiary with another entity (excluding any merger with or into another Subsidiary or the Company); and (N) To indemnify any officer, director or manager of the Subsidiary.

Company's Board. From and after the date hereof and until the termination of this Agreement as provided in Section 8(a) below, the Stockholders agree to vote all of their Preferred Stock, Common Stock and any other voting securities of the Company over which they have voting control, and the Company will take all reasonable actions within its control, that may be necessary in order to cause: (i) the authorized number of the Company’s Board of Directors (the “Board”) to be maintained at not less than ten (10) nor more than fourteen (14) directors; (ii) the nomination and election to the Board of (A) for so long as NGP holds at least 2,105,263 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), two (2) representatives designated by NGP, (B) for so long as Westway holds at least 657,895 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), one (1) representative designated by Westway, (C) for so long as Bunge holds at least 526,316 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), one (1) representative designated by Bunge and (D) for so long as the members of the USBG Group collectively hold at least 1,277,167 shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of such Series A Preferred Stock) (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), one (1) representative designated by the members of the USBG Group holding a majority of the shares of Series A Preferred Stock (and/or Common Stock issued or issuable upon conversion of the shares of such Series A Preferred Stock) held by members of the USBG Group (Westway, Bunge and the USBG Group are collectively referred to herein as the “Strategic Investors”); provided, however, in the event any of NGP, Westway, Bunge or USBG Group has elected to have all of its shares of Series A Preferred Stock redeemed by the Company pursuant to the Series A Certificate of Designation (a “Redeeming Stockholder”), and the Company is not able to redeem all the shares of Series A Preferred Stock held by the Redeeming Stockholder, then the Redeeming Stockholder shall not lose the right to have its representative(s) nominated and elected to the Board pursuant to this Subsection 2(a)(ii) until such redemption is complete. (iii) the nomination and election to the Board of, for so long as West Central holds at least 4,750,000 shares of Common Stock (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), five (5) representatives designated by West Central, who shall include Xxxxxxx Xxxxxxxx, for so long as he is the Chief Executive Officer of the Company, and shall include one (1) person knowledgeable about the industry in which the Company operates who would qualify as a “Disinterested Director” (as defined below in Section 2(c)) immediately prior to his or her nomination (whose nomination and election shall be approved by the holders of eighty percent (80%) of the Series A Preferred Stock, such approval not to be unreasonably withheld) (the “Independent Director”); provided, however, at any time as the Chief Executive Officer of the Company is not nominated and elected by West Central or the Series A Stockholders, the Stockholders shall cause the nomination and election to the Board of the Chief Executive Officer of the Company to replace the Independent Director; (iv) the nomination and election to the Board of , , Xxx Xxxxxx and Xxxxxx X. Xxxxx to serve until the expiration of the restrictions in Article X of the Certificate of Incorporation of the Company, and until their successors are elected and qualified, or until their earlier death, resignation or removal, which obligations to nominate and elect shall be specifically enforceable as third party beneficiaries of this Section 2(a)(iv) by the holders of Series A Preferred Stock and Common Stock, received pursuant to the Second Amended and Restated Merger Agreement dated November 21, 2009 by and among the Company, REG Danville, LLC and Blackhawk Biofuels, LLC, LLC and the Second Amended and Restated Asset Purchase Agreement dated November 20, 2009 by and among the Company, REG Xxxxxx, LLC and Central Iowa Energy, LLC LLC, such nominations and elections to be effective only upon the Asset Purchase Agreement dated , 2009 by respective closings of such merger agreement and among the Company, REG Wall Lake, LLC and Western Iowa Energy, LLCasset purchase agreement; (v) the removal from the Board (with or without cause) of any representatives designated hereunder shall be at the written request of the parties possessing the right to designate such representative (but only upon such written request and under no other circumstances); (vi) in the event that any member of the Board designated hereunder for any reason ceases to serve as a member of the Board during such representative’s term of office, the resulting vacancy to be filled by a representative designated by the parties possessing the right to designate such representative as provided hereunder; (vii) in the event that NGP, any of the Strategic Investors or West Central should cease to hold sufficient shares of Series A Preferred Stock (or Common Stock issuable upon conversion of the Series A Preferred Stock), or Common Stock, as applicable, and, therefore, should lose its right to designate a director as described in Section 2(a)(ii) or (iii), the person(s) to fill the resulting Board vacancy or vacancies shall be elected by the holders of a majority of the Preferred Stock and Common Stock voting together as a single class (with the Preferred Stock voting on an as-converted basis); and (viii) Each entity in which the Company directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests (each, a “Subsidiary”) shall reserve to the Company acting through its Board of Directors (to the exclusion of the Board of Directors, Board of Managers or other similar governing body of each Subsidiary) the following powers and authorities: (A) To authorize or issue, or obligate the Subsidiary to issue any stock or units or any securities or instruments convertible into stock or units, or to authorize or approve any new stockholder or member being admitted to the Subsidiary, or consent to allow an assignee to become a stockholder or member; (B) To amend the Articles of Incorporation or Organization of the Subsidiary; (C) To amend any Bylaws or Operating Agreement of the Subsidiary; (D) To otherwise alter or change the rights, preferences or privileges of the stockholders or members of the Subsidiary; (E) To issue, or cause the Subsidiary to issue, any indebtedness, other than trade accounts payable, letters of credit, performance bonds and other similar credit support incurred in the ordinary course of business, or to amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved by the stockholders or members; (F) To redeem, purchase or otherwise acquire any stock, units or equity of the Subsidiary; (G) To declare bankruptcy, dissolve, liquidate or wind up the affairs of the Subsidiary; (H) To modify or change the nature of the Subsidiary’s business such that a material portion of the Subsidiary’s business is devoted to any business other than the business of (x) designing, constructing or operating biodiesel facilities and (y) manufacturing, selling or marketing biodiesel fuels; (I) To grant any exclusive rights or licenses in the Subsidiary’s intellectual property; (J) To make any capital expenditure in excess of $500,000 which is not otherwise included in the annual budget previously approved by shareholders or members of the Subsidiary; (K) To elect or remove directors or managers of the Subsidiary; (L) To sell, exchange, lease, mortgage, pledge or other transfer all or substantially all of the assets of the Subsidiary or any asset with a sale price in excess of $500,000 outside the ordinary course of business; (M) To merge or consolidate the Subsidiary with another entity (excluding any merger with or into another Subsidiary or the Company); and (N) To indemnify any officer, director or manager of the Subsidiary.