Common use of Demand Rights Clause in Contracts

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.

Demand Rights. Subject After the expiration of the Lock-up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), the conditions CD&R Stockholders shall have the right on three (3) occasions (provided, that the aggregate number of such rights effected pursuant to this Section 3.1, if 2(e) plus the number of any Marketed Underwritten Shelf Offerings effected pursuant to Section 2(b) shall not exceed four (4)) to require the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration in respect of all or a portion of Registrable Securities with anticipated proceeds of owned by the CD&R Stockholders (so long as such request covers at least $25,000,000 worth of the then current value of shares of Common Stock (i) $40,000,000 at a share price (subject to appropriate adjustments in the event including, for purposes of such determination, any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate shares of Designation Common Stock issuable upon conversion of Series A Convertible shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted under the “Series A terms of the Certificate of DesignationDesignations))), by delivering to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities owned by the CD&R Stockholders to be included in such registration, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”)) . Notwithstanding the foregoing, the Company shall not be required to file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of at least two times a previous Demand Registration or any previous Registration Statement in which the original purchase price per share holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Series A Preferred Stock for Registrable Securities included therein was consummated. The Company shall comply with the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days applicable provisions of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act with respect to the disposition of all Registrable Securities that the Holders request to be registered in a written request received covered by the Company within twenty (20) days Demand Registration in accordance with the intended methods of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering disposition by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterCD&R Stockholders.

Demand Rights. Subject (a) The Manager and any Permitted Transferee shall also have the right to require the conditions Company to prepare, file and maintain at all times such number of registration statements as are specified in the next sentence of this Section 3.1, 2(a) exclusively for the issuance and resale of the stock portion of the Incentive Compensation (the “Compensation Shares”). The Manager and any Permitted Transferee shall be entitled to (i) an unlimited number of registrations on Form S-3 or any successor or replacement forms and (ii) if the Management Agreement terminates and the Company shall receive is not then eligible to use Form S-3 or any successor or replacement form, a written single registration on such other form as the Company is then eligible to use. Notwithstanding anything herein to the contrary, the demand rights described herein may only be exercised upon request from of the holders Manager and any Permitted Transferee, in the case of clause (i), who hold in the aggregate at least seventy-five twenty percent (7520%) of all outstanding Compensation Shares and, in the issued and outstanding shares case of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation clause (“REG”ii), pursuant who hold in the aggregate at least one-third of all outstanding Compensation Shares. (b) The Manager and any Permitted Transferee shall also have the right to require the Company to prepare, file and maintain at all times such number of registration statements as are specified in the next sentence of this Section 2(b) exclusively for the issuance and resale of (i) the 345,000 common shares and (ii) the common shares underlying the 651,666 stock options, originally granted to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. Manager in March 2005 (the “Initiating Holders2005 Grants” and, together with the Compensation Shares, the “Incentive Shares”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least ). The Manager and any Permitted Transferee shall be entitled to (i) $40,000,000 at a share price (subject to appropriate adjustments in the event an unlimited number of registrations on Form S-3 or any stock dividend, stock split, combination successor or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or replacement forms and (ii) $10,000,000 for a public offering thereafter, then if the Management Agreement terminates and the Company shallis not then eligible to use Form S-3 or any successor or replacement form, within ten (10) days a single registration on such other form as the Company is then eligible to use. Notwithstanding anything herein to the contrary, the demand rights described herein may only be exercised upon request of the receipt thereofManager and any Permitted Transferee, give written notice in the case of such request clause (i), who hold in the aggregate at least twenty percent (20%) of all outstanding 2005 Grants and, in the case of clause (ii), who hold in the aggregate at least one-third of all outstanding 2005 Grants. Notwithstanding the foregoing, shares referred to all Holders, and subject to the limitations of in this Section 3.1, use best efforts 2(b) shall cease to file, and commercially reasonable efforts be 2005 Grants when the restrictive legend has been removed pursuant to cause to become effective, as soon as practicable, the registration under Rule 144 of the Securities Act of all Registrable 1933, as amended (the “Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(aAct). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.

Demand Rights. Subject to At any time after the conditions Effective Date, any Holders that collectively and beneficially own at least (A) 20% of the total Registrable Securities or (B) 10% of the total Registrable Securities, provided that for the purposes of this clause (B), they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them, as of the Effective Date (each such Holder, a “Demand Party”), may, subject to Section 3.13.11, if the Company shall receive make a written request from (a “Demand Notice”) to the holders Company for Registration of at least seventy-five percent (75%) all or part of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least held by the Demand Party (i) $40,000,000 at on Form S-1 (a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of DesignationLong-Form Registration”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for on Form S-3 (a public offering thereafter, then “Short-Form Registration”) if the Company shallqualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, within ten (10) days a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that held by the Holders request Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a written request received by Demand Notice from Investor Holdco, the Company within twenty (20) days aggregate amount of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to include Registrable Securities from each member of Investor Holdco on a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, pro rata basis based on each such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders member’s beneficial ownership of Registrable Securities, or (iv) if the Holders unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities that would otherwise in accordance with Section 2.02. Subject to Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be underwritten are required declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests. Notwithstanding any provisions contained herein, including but not limited to exclude Section 3.02(b), the Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days plus the length of any period in which either a Demand Suspension or withdraw a number of Registrable Securities from such underwriting Shelf Suspension is in effect instituted by the Company pursuant to Section 3.1(b3.01(d) or Section 3.02(d), respectively, during such 360 day period or (y) such shorter period when all of the result of which is gross proceeds to the Holders of Registrable Securities from the covered by such registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterstatement have been sold pursuant thereto.

Demand Rights. Subject (i) If at any time after the filing of the Initial Registration Statement and when it is eligible to the conditions of this Section 3.1use a Form S-3 registration statement, if the Company shall receive a written request from any Holder (and the holders Holder remains the owner of at least seventy-five thirty percent (7530%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B Registrable Securities then outstanding) a written request or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) requests that the Company file a registration statement under Registration Statement on Form S-3 (“Demand Registration Statement”) with respect to all or a part of the Registrable Securities Act covering owned by such Holder or Holders, the registration Company will promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities within ten (10) Business Days thereafter, and as soon as practicable, but in any event within sixty (60) days after the date such request is given by the initiating Holders in accordance with anticipated proceeds this Section, file such Demand Registration Statement as may be so requested and as would permit or facilitate the sale and distribution of at least (i) $40,000,000 at a share price (subject to appropriate adjustments all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the event Registrable Securities of any stock dividend, stock split, combination other Holder or other similar recapitalization Holders joining in such request as generally described are specified in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, written request given within ten (10) days after receipt of such written notice from the Company. (ii) Notwithstanding the foregoing obligations, if the Company furnishes to a Holder, after requesting a registration pursuant to Section 2(b)(i), a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the receipt thereofCompany’s board of directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective, give written notice because (i) the Company has engaged or has fixed to engage within ninety (90) days of such request in a registered public offering as to all Holderswhich the Company’s stockholders may include Registrable Shares or (ii) the Company is engaged in any other activity that, in the good faith determination of the Company’s board of directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred eighty (180) days after the later of (x) the date the request of the Holder is given and (y) the effective date of such offering, the date of commencement of such other material activity, or the date of such written opinion of the Company’s investment banker, as applicable; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period. (iii) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2(b)(i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and subject to ending on a date that is ninety (90) days after the limitations of this Section 3.1effective date of, use best efforts to filea Company initiated registration, and provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by ; nor shall the Company within twenty (20) days of the mailing of the Company’s notice be obligated to effect, or to take any action to effect, more than one registration pursuant to this Section 3.1(a2(b)(i). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a A registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (icounted as “effected” for purposes of this Subsection 2(b)(i) unless a registration statement with respect thereto until such time as the applicable Registration Statement has been declared effective by the SEC, unless the Holder withdraws its request for a period of at least such registration, elects not to pay the registration expenses therefor, and forfeits its right to one hundred twenty (120) days, (ii) if after a demand registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result this Section, in which case such withdrawn registration statement shall be counted as “effected” for purposes of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterthis Section.

Demand Rights. Subject Notwithstanding clause (a) above and subject to the conditions of this restrictions on disposition included in Section 3.12, if the Company is unable to become listed on the Nasdaq SmallCap Market or the Nasdaq National Market within six months of the date hereof, or is otherwise unable to qualify for use of a Shelf Registration Statement, on the date which is six months from the date hereof, the Company shall, upon receipt of a notice (a "Registration Notice") given at least 14 days prior to the six-month anniversary hereof, file on behalf of all Holders from whom it shall have received a Registration Notice, and use its best efforts to cause to become effective as soon as practical thereafter, a Registration Statement registering the offering and sale of the Registrable Securities which the Company has been requested to register by such Holders. In addition, subject to the restrictions on disposition included in Section 2 and on a maximum of two separate occasions (and if the Company at such time does not have an effective Shelf Registration Statement covering the Registerable Securities), at any time after the six month anniversary of the date hereof that the Company shall receive a written request Registration Notice from the holders Holders holding Shares representing in excess of at least seventy-five percent (75%) 25% of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AShares, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to it shall file, and commercially reasonable use its best efforts to cause to become effective, effective as soon as practicablepractical thereafter, a Registration Statement registering the registration under offering and sale of the Registrable Securities Act held by such Holder (and those of any other Holder, subject to Section 2, who requests to have its Shares included in such Registration Statement). The Company shall promptly following receipt of a Registration Notice pursuant to the last sentence hereof notify the Holders of all other Registrable Securities that and, upon request of such Holders, allow such Holders to include their Registrable Securities in the Holders aforementioned Registration Statement. Notwithstanding the above, (i) if a request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice for registration pursuant to this Section 3.1(a). The holders 2(b) is made within 30 days prior to the conclusion of Senior Registrable Securities the Company's fiscal year, or within 40 days after the end of the Company's fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year, and (ii) the Company shall be limited entitled to postpone for a maximum reasonable period of two time (2not to exceed 90 days, which may not thereafter be extended) demand registrations the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 3.1, provided 2(b) if (x) the Company is in possession of material information that a registration requested pursuant has not been disclosed to this Section 3.1(a) shall the public and the Company deems it advisable not be deemed to have been effected (i) unless a disclose such information in the registration statement or (y) the board of directors of the Company shall determine in good faith that such offering will interfere with respect thereto has been declared effective for a period pending or contemplated financing, merger, acquisition, sale of at least one hundred twenty (120) daysassets, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction recapitalization or other order or requirement similar corporate action of the Commission or other governmental agency or court for any reasonCompany, (iii) if the conditions to closing specified and in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result case of the voluntary termination of such offering by the Holders of Registrable Securities, clause (x) or (ivy) if above, the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an officers' certificate to that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftereffect.

Demand Rights. Subject to After the conditions expiration of this Section 3.1the Lock-up Period, if in the event the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B ceases to be eligible to register Registrable Securities on Form S-3 or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”has failed to perform its obligations under Section 2(a), the CD&R Stockholders shall have the right on two (2) occasions (less the number of any Marketed Underwritten Shelf Offerings requested pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”Section 2(b)) that to require the Company to file a registration statement under the Securities Act covering the registration in respect of all or a portion of Registrable Securities with anticipated proceeds of owned by the CD&R Stockholders (so long as such request covers at least $25,000,000 worth of the then current value of shares of Common Stock), by delivering to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities owned by the CD&R Stockholders to be included in such registration, and describing the intended method of distribution thereof (i) $40,000,000 at each, a share price (subject “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Notwithstanding the foregoing, the Company shall not be required to appropriate adjustments file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the event number of any stock dividendRegistrable Securities to be included, stock splitand in each case, combination or other similar recapitalization as generally described in which the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share sale of the Series A Preferred Stock for Registrable Securities included therein was consummated. The Company shall comply with the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days applicable provisions of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act with respect to the disposition of all Registrable Securities that the Holders request to be registered in a written request received covered by the Company within twenty (20) days Demand Registration in accordance with the intended methods of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering disposition by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterCD&R Stockholders.

Demand Rights. Subject (a) Section 2(a) of the Existing Agreement is hereby amended to provide that in addition to the conditions rights granted therein to GEHOP, Met Sub and the Representative, the RL Partnership may, at any time after the date which is 180 days following the date on which the Effective Time occurs, deliver up to four Registration Requests to the Company, subject to Section 2(b)(i) of this Section 3.1the Existing Agreement as amended hereby. After receipt of a Registration Request, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued file and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant use its best efforts to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file cause to become effective a registration statement under the Securities Act covering with respect to the registration number of Registrable Securities Exchange Shares specified in such request, all within the time and in the manner specified in Section 2 of the Original Agreement. (b) Section 2(a) of the Existing Agreement is hereby amended to replace the term "The Partner", which begins the fifth sentence of such Section 2(a), with anticipated proceeds the term "The Holder." (c) The first paragraph of at least Section 2(b)(i) of the Existing Agreement is hereby amended and restated to read as follows: " (i) $40,000,000 at a share price (subject if the Requesting Holder shall be GEHOP and the Registration Request is not the last to appropriate adjustments in which such Holder is entitled under Section 2(a) and this Section 2(b)(i), or if the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in Requesting Holder shall be the Company’s Certificate of Designation of Series A Convertible Preferred Stock (Representative and the “Series A Certificate of Designation”)Registration Request is made pursuant to Section 2(c) of at least two times Amendment No. 2 to this Agreement, or if the original purchase price per share Requesting Holder shall be the RL Partnership and the Registration Request is made pursuant to Section 3(a) of Amendment No. 3 to this Agreement and is not the Series A Preferred Stock for the Initial Offering first or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of last such request to all Holderswhich the RL Partnership is entitled pursuant to such Section 3(a): (A) the number of shares of Eligible Securities to be registered on behalf of each Holder shall be reduced (to zero, and subject if necesssary) pro rata according to the limitations number of shares requested to be registered by each Holder; provided, however, that in the case of the first Registration Request made by GQ Owners, any Registration Request made by the RL Partnership pursuant to Section 3(a) of Amendment No. 3 to this Agreement (other than its first or last such Registration Request) and the Registration Request made by the Representative pursuant to Section 2(c) of Amendment No. 2 to this Agreement, if the number of shares of Eligible Securities requested to be registered by GQ Owners, the RL Partnership or the Representative, as the case may be, shall be reduced as a result of this Section 3.12(b)(i) by 20% or more, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities such Requesting Holder shall be limited entitled to a maximum of two (2) demand registrations pursuant request one registration in addition to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a in the case of GQ Owners, the two registration statement with respect thereto has been declared effective for a period requests GQ Owners is entitled to under Section 2(a) of at least one hundred twenty (120) daysthis Agreement, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement in the case of the Commission or other governmental agency or court for any reasonRL Partnership, the four registration requests the RL Partnership is entitled to under Section 3(a) of Amendment No. 3 to this Agreement and (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result case of the voluntary termination Representative, the one registration request the Representative is entitled to under Section 2(c) of such offering by Amendment No. 2 to this Agreement; and" (d) The first paragraph of Section 2(b)(ii) of the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required Existing Agreement is hereby amended and restated to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.read as follows: "

Demand Rights. Subject to the conditions of this limitations set forth in Section 3.15 hereof, if at any time beginning 180 days after the date hereof, one time only, upon written demand by the Purchaser to the Company shall receive a written request from the holders demanding registration of at least seventy-five percent (75%) of the issued and outstanding not less than 200,000 shares of Preferred Common Stock that were issued in exchange for shares of series Aconstitute Registrable Securities, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, use its reasonable best efforts to effect a registration with respect to such Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and similar events), including, without limitation, the registration execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act, as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request; provided that the Holders request Company shall not be obligated to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice take any action to effect any such registration, qualification or compliance pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected : (i) unless which would require the Company to prepare and file a form of registration statement with respect thereto has been declared effective for other than Form S-3 or any successor form; (ii) in any particular jurisdiction in which the Company would be required to execute a period general consent to service of at least process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) within the one hundred twenty (120) days, (ii) if after day period immediately following the effective date of a registration statement pertaining to a public offering of Common Stock for its own account or for the account of another shareholder of the Company, other than a registration relating solely to employee benefit plans or securities issued or issuable to employees or consultants (including a registration on Form S-8), a registration relating solely to a Commission Rule 145 transaction, a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event or a registration on any registration form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities; (iv) after the Company has become effective, effected one (1) registration pursuant to this Section 2 and such registration is interfered with by any stop order, injunction has been declared or other order or requirement of the Commission or other governmental agency or court for any reason, ordered effective; or (iiiv) if the conditions Company furnishes to closing specified in the purchase agreement Purchaser a letter signed by the Chief Executive Officer or underwriting agreement entered into the President of the Company stating that the Company intends to file a registration statement in connection with such a bona fide firm commitment underwritten registration are for securities to be offered for its own account (the "Intended Registration"); provided, however, that if the Company does not satisfied, other than as a result file with the Commission its Intended Registration within ninety (90) days of the voluntary request of the Purchaser, the Company shall file the requested registration statement within thirty (30) days of the termination of such offering by the Holders of Registrable Securities, or ninety (iv90) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterday period.

Demand Rights. Subject Commencing on the date that is six (6) months after the effective date of the IPO, holders of Restricted Securities shall be entitled to the conditions of this Section 3.1, if the Company shall receive make a written request from the holders of at least seventy-five percent (75%a “Demand”) of the issued and outstanding shares Company to register all or part of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement their Restricted Securities under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of (a “Demand Registration”) in an amount equal to at least (1) with respect to any Stockholder, other than the Management Stockholder and its Permitted Transferees, $10 million of Restricted Securities or (2) with respect to the Management Stockholder and its Permitted Transferees, the lesser of (x) $10 million of Restricted Securities or (y) (A) in the case of the first Demand Registration initiated by the Management Stockholder, 50% of Restricted Securities then held, in the aggregate, by the Management Stockholder and its Permitted Transferees or (B) in the case of the second Demand Registration initiated by the Management Stockholder, 100% of Restricted Securities then held by the Management Stockholder and its Permitted Transferees, provided, however, that not more than an aggregate of: (A) four (4) Demand Registrations initiated by one or more Principal Stockholders, (B) two (2) Demand Registrations initiated by one or more NY Life Investors, (C) two (2) Demand Registrations initiated by the Management Stockholder and (D) two (2) Demand Registrations initiated by one or more Mezzanine Investors, may be made pursuant to the rights granted by this Section 6(a)(i), provided, further, that the Company shall not be forced to effectuate (i) $40,000,000 at a share price more than one (subject 1) Demand Registration (pursuant to appropriate adjustments in the event of this Section 6(a)(i) or any stock dividend, stock split, combination or other similar recapitalization as generally described agreement) in the Company’s Certificate of Designation of Series A Convertible Preferred Stock any three hundred sixty (the “Series A Certificate of Designation”)360) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering day period or (ii) $10,000,000 for a public offering thereafter, then Demand Registration in the event that the Company shallis in the process of filing, within ten (10) days of the receipt thereofor has filed, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement for an Underwritten Offering pursuant to which the Company has delivered or will deliver a Piggy Back Notice, so long as (A) with respect thereto has been declared effective for to a period of at least Demand Registration that involves an Underwritten Public Offering, the Company files such registration statement pursuant to the Piggy Back Notice within one hundred twenty (120) daysdays following the date the Demand Registration is requested and (B) with respect to a Demand Registration that does not involve an Underwritten Public Offering, (ii) if after a the Company files such registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(bthe Piggy Back Notice within one hundred eighty (180) days following the result of which date the Demand Registration is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.requested

Demand Rights. Subject On three occasions during the period ending on the first anniversary of the date of this Agreement and on one occasion after the first anniversary of the date of this Agreement, the Purchaser may request in writing (on behalf of itself and all of its Affiliates to whom rights under this Agreement have been assigned pursuant to Section 9.1 and in the aggregate as a group) to the conditions of this Section 3.1, if the Company shall receive (a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”"Demand Request"), pursuant to the Agreement and Plan of Merger dated this Section 8.1, 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement register under the Securities Act covering any TMRC Converted Shares owned by the registration Purchaser and its Affiliates pursuant to a non-underwritten offering, having a period of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject distribution not to appropriate adjustments in the event of any stock dividendexceed 60 days; provided, stock splithowever, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request shall not be obligated to all Holders, prepare and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the file any registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice statement pursuant to this Section 3.1(a)8.1, or prepare or file any amendment or supplement thereto, and may suspend sales thereunder, at any time when the Company reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially and adversely affect a pending or proposed public offering of securities of the Company, a proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction relating to the Company or negotiations, discussions or pending proposals with respect thereto or require premature disclosure of information not otherwise required to be disclosed to the potential detriment of the Company; provided, however, that such period of sale or distribution shall resume after any such suspension for a number of additional days necessary so that such registration has been kept effective for permitted sales thereunder for an aggregate term of 60 days. The holders In the event the filing of Senior Registrable Securities shall be limited to a maximum registration statement, or any amendment or supplement thereto, by the Company is deferred, or the sale and distribution of two (2) demand registrations shares is suspended, in each case pursuant to this Section 3.1the foregoing provisions, provided for more than 15 business days, then the Purchaser (on behalf of itself and its Affiliates) may (only in the event the Purchaser or its Affiliates have not yet sold more than 50% of the TMRC Converted Shares owned by any of them that a are included in the registration requested statement) give the Company written notice of the Purchaser's and its Affiliates' intent to abandon the registration, and, in such circumstance, no additional TMRC Converted Shares owned by the Purchaser or its Affiliates may be sold by the Purchaser or its Affiliates pursuant to this Section 3.1(a) such registration statement and the registration or request for registration shall not be deemed to have been effected considered one of the Purchaser's and its Affiliates' Demand Requests permitted by this Section 8.1. Any Demand Request made by the Purchaser (ion behalf of itself and its Affiliates) unless during the period ending on the first anniversary of the date of this Agreement must be for registration of a minimum of 250,000 shares of TMRC Converted Shares owned by the Purchaser or its Affiliates. Any Demand Request made by the Purchaser (on behalf of itself and its Affiliates) at any time after the first anniversary of the date of this Agreement must be for registration of a minimum of 500,000 shares of TMRC Converted Shares owned by the Purchaser or its Affiliates. The filing of a registration statement with respect thereto has been declared effective statement, or any amendment or supplement thereto, by the Company may not be deferred, and the sale and distribution of shares may not be suspended, in each case pursuant to the foregoing provisions, for a period of at least one hundred twenty more than 60 days after the abandonment or consummation (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement the completion of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified distribution of securities in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as case of a result public offering) of any of the voluntary termination of such offering by the Holders of Registrable Securitiesproposals or transactions described therein or, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less in any event, for more than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter180 days during any one year.

Demand Rights. Subject (a) At any time, and from time to time, any Major Investor or group of Major Investors, as the case may be (each, in such case, a “Demanding Holder”), may deliver to the conditions Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its, or their, desire to have, after the expiration of any lock-up to which the Registrable Securities are subject (and, during the Transfer Restriction Period, subject to the provisions of Article III of the Stockholders Agreement), some or all of its, or their, Registrable Securities registered for sale. Each Demand Registration Notice shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof including pursuant to an underwritten public offering. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused such Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration Statement that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration Statement pursuant to Section 3.1(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, or group of Demanding Holders, and any other governmental agency or court Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and, unless such Demand Registration Statement is an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act), agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as reasonably practicable following the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as reasonably practicable (but in no event less than ten (10) calendar days before the anticipated filing date, provided the Company receives the Demand Registration Notice at least five (5) calendar days prior thereto), and such notice shall offer to such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (a) the date on which all Registrable Securities covered by such Demand Registration Statement have been sold, and (b) the date as of which the securities covered by such Demand Registration Statement have ceased to be Registrable Securities. (b) If a Demanding Holder intends to distribute the Registrable Securities covered by the Demand Registration Notice by means of an underwritten offering (the “Underwritten Demand Registration”), it shall so advise the Company as a part of the Demand Registration Notice; provided that any reason, (iiiDemanding Holder(s) will be entitled to request an Underwritten Demand Registration only if the conditions total offering price of the Shares to closing specified be sold in such offering (before deduction of underwriting discounts) is reasonably expected to exceed, in the purchase agreement or aggregate, $75 million. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement entered into in connection customary form with the underwriter or underwriters selected for such registration are not satisfied, other than as a result of the voluntary termination of such offering underwriting by the Holders initiating the Demand Registration Statement, and subject to the approval of Registrable Securitiesthe Company. Notwithstanding any other provision of this Section 2.1, or (iv) if the Holders managing underwriter or underwriters advises the Company that in the opinion of such underwriter(s), the distribution of all of the Registrable Securities requested to be registered would materially and adversely affect the proposed offering price, timing, distribution method or probability of success of such offering, then the number of Registrable Securities that would otherwise may be underwritten are required included in such registration shall be allocated (A) first, to exclude or withdraw the Demanding Holders and the other Holders electing to register their Registrable Securities pursuant to the Offer Notice, on a pro rata basis based on the relative number of Registrable Securities from then held by each such underwriting pursuant Holder; provided that any such amount thereby allocated to Section 3.1(beach such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (B) the result of which is gross proceeds second, to the Holders other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject to At any time after the conditions expiration of this Section 3.1the Lockup Period, Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company shall receive Shares, (each such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make a written request from (a “Demand Notice”) to the holders Company for Registration of at least seventy-five percent (75%) all or part of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least held by the Demand Party (i) $40,000,000 at on Form S-1 (a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of DesignationLong-Form Registration”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for on Form S-3 (a public offering thereafter, then “Short-Form Registration”) if the Company shallqualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, within ten (10) days a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that held by the Holders request Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a written request received by Demand Notice from Investor Holdco, the Company within twenty (20) days aggregate amount of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement include Registrable Securities from each member of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with ABS Control Group on a pro rata basis based on each such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders member’s beneficial ownership of Registrable Securities, or (iv) if the Holders unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant in accordance with Section 2.03. Subject to Section 3.1(b3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the result Securities Act and (y) the “Blue Sky” laws of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 such jurisdictions as any Participating Holder or any underwriter, if the Initial Offering or $10,000,000 if a public offering thereafterany, reasonably requests.

Demand Rights. Subject (a) At any time, and from time to time, from and after ninety (90) calendar days after the Effective Date, any Holder (each, a “Demanding Holder”) may deliver to the conditions Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $[●] million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the Nasdaq Capital Market (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Securities as a result provided below, of all of the voluntary termination Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders of that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, or and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (iv90) days of a prior Demand Registration Notice. (b) If a Demanding Holder intends to distribute the Registrable Securities covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Securities requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then the Company shall deliver to the registering Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and the number of Registrable Securities that would otherwise may be underwritten are required included in such registration shall be allocated first, to exclude or withdraw the Holders electing to register their Registrable Securities, on a pro rata basis based on the relative number of Registrable Securities from then held by each such underwriting pursuant Holder; provided that any such amount thereby allocated to Section 3.1(b) each such Holder that exceeds such Holder’s request shall be reallocated among the result of which is gross proceeds other Holders in like manner, as applicable; and second, to the Holders other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject to the conditions of this Section 3.1Following an Initial Public Offering, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) each of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AMembers listed on Schedule 12.8 (such Member, series AAfollowing an IPO Liquidation, series B or series BB preferred stock of Renewable Energy Group, Inc., being referred to herein as a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating HoldersDemand Shareholder”) that shall have the Company right to cause the Registering Entity to file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for to all or a period portion of at least one hundred twenty such Member’s Registrable Securities in the Registering Entity (120a “Shareholder Demand Registration”) daysand to select the managing underwriter (which shall be of nationally recognized reputation) to administer the offering contemplated by the Shareholder Demand Registration, (ii) if after a and to use best efforts to cause such registration statement has to become effective; provided, such registration is interfered with by any stop orderhowever, injunction or other order or requirement that (i) no Demand Shareholder shall be entitled to effect a Shareholder Demand Registration more than the number of the Commission or other governmental agency or court for any reasontimes listed opposite its name on Schedule 12.8; provided, (iii) if the conditions to closing specified however, that in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than event a Demand Shareholder exercises its rights under this Section 12.8(b) and is unable as a result of the voluntary termination operation of such offering by Section 12.8(e) to sell at least 75% of the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise proposed to be underwritten are sold by such Demand Shareholder in such Shareholder Demand Registration, such Shareholder Demand Registration shall not count against the foregoing limitation on the number of Shareholder Demand Registrations such Demand Shareholder is permitted to make pursuant to Schedule 12.8; (ii) the Registering Entity shall not be required to exclude or withdraw a number file and cause to become effective more than two (2) registration statements in any twelve (12)-month period; and (iii) the value of the registrable securities that are proposed to be sold in such Shareholder Demand Registration by such Demand Shareholder shall be at least the lesser of $50,000,000 and the value of all Registrable Securities from held by such underwriting pursuant Demand Shareholder. Any such Shareholder Demand Registration shall be subject to piggyback rights as described under Section 3.1(b12.8(d) below and the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterlimitations described in Section 12.8(e).

Demand Rights. Subject (a) At any time after the 180th day following the initial closing of the Initial Public Offering, any Initial Shareholder that constitutes a Demand Shareholder (a “Requesting Shareholder”) shall be entitled to the conditions make a single written request of this Section 3.1, if the Company shall receive (a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating HoldersDemand”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of the Requesting Shareholder’s shares of Common Stock (a “Demand Registration”). Thereupon the Company shall, subject to the terms of this Agreement, use reasonable commercial efforts to effect the registration as promptly as practicable under the Securities Act of: (i) the shares of Common Stock which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand; and (ii) any shares of Common Stock which the Company may elect to register in connection with any offering pursuant to this Section 9.02, but subject to Section 9.02(f); all Registrable Securities that to the Holders request extent necessary to permit the disposition (in accordance with the intended methods thereof) of the shares of Common Stock to be so registered. (b) A Demand shall specify: (i) the approximate aggregate number of shares of Common Stock requested to be registered in a written request received by such Demand Registration, (ii) the Company within twenty intended method of disposition in connection with such Demand Registration, to the extent then known and (20iii) days the identity of the mailing of the Company’s notice pursuant to this Section 3.1(aRequesting Shareholder (or Requesting Shareholders). The holders Company shall include in the Demand Registration all shares of Senior Registrable Securities shall be limited Common Stock specified in such Demand, subject to a maximum of two Section 9.02(f). (2c) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (i) unless a registration statement with respect thereto has been declared become effective and has remained effective for a period of at least one hundred twenty 120 calendar days (120or (x) dayssuch shorter period in which all shares of Common Stock included in such Demand Registration have actually been sold thereunder or (y) such longer period as counsel for the underwriters advises is required by law in connection with sales thereunder), (ii) if if, after a registration statement it has become effective, such registration is interfered with by Demand Registration becomes subject prior to 120 calendar days after effectiveness to any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency Governmental Authority or court for any reason, reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration Demand Registration, if applicable, are not satisfied, other than by reason of any act or omission in breach of such purchase agreement or underwriting agreement, as a result applicable, by such Requesting Shareholders. (d) Demand Registrations shall be on such appropriate registration form of the voluntary termination of such offering SEC as shall be selected by the Holders Requesting Shareholders and shall be reasonably acceptable to the Company. (e) The Company shall be entitled to postpone (upon written notice to all Demand Shareholders) the filing or the effectiveness of Registrable Securitiesa registration statement for any Demand Registration (i) if, in the Company’s good faith reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because audited or pro forma financial statements that are required by the Securities Act to be included in such registration statement are then unavailable, until such time as such financial statements are available, provided that the Company shall use its reasonable best efforts to complete, obtain or otherwise make available such financial statements as promptly as practicable or (ivii) once for up to 90 days if such filing would, in the Holders judgment of Registrable Securities the Company, have an adverse effect on the Company or its business plan. (f) If, in connection with a Demand Registration that involves an underwritten offering, any managing underwriter advises the Company in writing that, in its reasonable opinion, the inclusion of all the shares of Common Stock sought to be included in such Demand Registration by (i) the Demand Shareholders, (ii) any Other Proposed Sellers and (iii) the Company would otherwise adversely affect the marketability of the shares sought to be underwritten are required sold pursuant thereto, then the Company shall include in the registration statement applicable to exclude or withdraw a such Demand Registration only such shares as such underwriter advises can be sold without such an effect, as follows and in the following order of priority: (i) first, shares of Demand Shareholders, pro rata on the basis of the number of Registrable Securities from shares proposed to be sold by such underwriting pursuant Demand Shareholders; (ii) second, shares proposed to Section 3.1(bbe sold by any Other Proposed Sellers; and (iii) third, such number of shares proposed to be sold by the result Company. (g) Any time that a Demand Registration involves an underwritten offering, the Requesting Shareholders and representatives of which is gross proceeds the executive officers of the Company shall jointly participate in the process of selecting the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to such underwritten offering; provided, that notwithstanding the Holders foregoing, the Requesting Shareholders representing a majority of Registrable Securities from the registration shares of less than $40,000,000 Common Stock proposed to be included in the Demand Registration shall in their sole discretion make such ultimate selection, and shall have ultimate control and discretion over what process, if the Initial Offering or $10,000,000 if a public offering thereafterany, shall be used in such selection.

Demand Rights. Subject to At any time after the conditions expiration of this Section 3.1the Lockup Period, if the Company shall receive a written request from the holders of any Holders that (i) collectively and beneficially own at least seventy-five percent (75%) 20% of the total issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for collectively and beneficially own at least 10% of the total issued and outstanding Registrable Securities, provided they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them as of the Effective Date, (each such Holder, a public offering thereafter“Demand Party”), then may, subject to Section 3.11, make a written request (a “Demand Notice”) to the Company shall, within ten (10) days for Registration of all or part of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that held by the Holders request Demand Party (i) on Form S-1 (a “Long-Form Registration”) or (ii) on Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a written request received by Demand Notice from Investor Holdco, the Company within twenty (20) days aggregate amount of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to include Registrable Securities from each member of Investor Holdco on a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, pro rata basis based on each such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders member’s beneficial ownership of Registrable Securities, or (iv) if the Holders unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities that would otherwise in accordance with Section 2.03. Subject to Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be underwritten are required declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests. Notwithstanding any provisions contained herein, including but not limited to exclude Section 3.02(b), the Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days plus the length of any period in which either a Demand Suspension or withdraw a number of Registrable Securities from such underwriting Shelf Suspension is in effect instituted by the Company pursuant to Section 3.1(b3.01(d) or Section 3.02(d), respectively, during such 360 day period or (y) such shorter period when all of the result of which is gross proceeds to the Holders of Registrable Securities from the covered by such registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterstatement have been sold pursuant thereto.

Demand Rights. Subject to the conditions of this Section 3.1, if (i) If the Company shall receive at any time after the earlier of (A) December 31, 2003 or (B) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the holders Holders of (x) at least seventyfifty-one percent (51%) of the Registrable Securities then outstanding in the case of the first such request, or (y) at least twenty-five percent (7525%) of the issued and Registrable Securities then outstanding shares in the case of Preferred Stock that were issued in exchange for shares of series Athe second such request, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds sale of at least twenty percent (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)20%) of at least two times the original purchase price per share of Registrable Securities held by the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterHolders requesting such registration, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request in accordance with Section 3.3 hereof to all HoldersHolders and shall, and subject to the limitations of this Section 3.1subsection 1.2(b), use its best efforts to file, and commercially reasonable efforts to cause to become effective, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s . (ii) If the Company shall receive at any time after twelve (12) months from the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the holders of at least thirty percent (30%) of the aggregate number of shares of Common Stock heretofore issued upon conversion of the Series C Stock and shares of Common Stock issuable upon conversion of the Series C Stock then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least thirty percent (30%) of the aggregate number of shares of Common Stock heretofore issued upon conversion of the Series C Stock and shares of Common Stock issuable upon conversion of Series C Stock then outstanding the Company shall, within ten (10) days of the receipt thereof, give written notice in accordance with Section 3.3 of such request to all holders of Common Stock issued or issuable upon conversion of Series C Stock and shall, subject to the limitations of subsection 1.2(b), use its best commercially reasonable efforts to effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Common Stock issued or issuable upon conversion of the Series C Stock which the holders of such Common Stock request to be registered within twenty (20) days of the mailing of such notice by the Company, provided that any registration carried out pursuant to this Section 3.1(a). The holders of Senior Registrable Securities 1.2 (a)(ii) shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective on Form S-3 if such form is available for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafteroffering.

Demand Rights. Subject to At any time on or after the conditions date hereof and during the term of this Section 3.1Agreement, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) 25% of the issued and Registrable Securities outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “"Initiating Holders”") request in writing (a "Demand Request") that the Company file a registration statement under the Securities Act covering the registration register an offering of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of 1933, as amended (the "Securities Act") by underwriters selected by the Initiating Holders, subject to the approval of the Company which approval shall not be unreasonably withheld, with anticipated gross offering proceeds of at least $1,000,000 (or such lesser amount, at least $500,000, sufficient to register the public sale of all remaining Registrable Securities), the Company shall: (i) promptly give Notice of the Demand Request to all other holders of Registrable Securities; and (ii) use its best efforts to effect the registration of such Registrable Securities that the Holders request to be registered (together with all other Registrable Securities specified in a any written request received by the Company within twenty (20) 20 days after the date of the mailing Notice of Demand Request) in accordance with the Company’s notice pursuant intended method of disposition thereof, and in accordance with the procedures set forth in Section 6. Provided, that if a Demand Request is made with respect to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such anticipated gross offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if 2,000,000, the Initial Offering or $10,000,000 if Company may at its option repurchase such Registrable Securities at a public offering thereafterpurchase price per share equal to the Fair Market Value per share (as defined in the Loan Agreement) of the Company's Common Stock on the trading day immediately preceding the closing date for the repurchase. The Company shall give written notice of its exercise of the option within 15 days after receipt of such Demand Request. The notice shall specify (i) a closing date not more than 60 days after the date of the notice, and (ii) the place of closing. The repurchase price shall be paid at the closing to the Initiating Holders, against delivery of certificates representing the Registrable Securities, by wire transfer of immediately available funds.

Demand Rights. Subject (i) At any time after the end of the Lock-Up Period, the Investor shall have the right to the conditions of this Section 3.1, if request the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterof all or part of the Issued Shares and any additional shares of Common Stock issued or distributed by way of a dividend, then stock split or other distribution, or acquired by way of any rights offering or similar offering made, in respect of the Issued Shares (the “Registrable Securities”), by delivering written notice thereof to the Company specifying (x) the number of Registrable Securities to be included in such registration, and (y) the intended method of distribution thereof (the “Demand Registration Request”). Thereupon the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1as expeditiously as possible, use best efforts to file, and its commercially reasonable efforts to cause to become effective, as soon as practicable, effect the registration under the Securities Act of all the Registrable Securities which the Company has been so requested to register in the Demand Registration Request. The Investor may require the Company to file such registration statement with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). The demand registration rights granted in this Section 3.1(a)(i) are subject to the following limitations: (1) The aggregate offering price (net of known or estimated underwriting discounts and commissions) for the shares of Registrable Securities to be included in such registration shall be at least ten million Dollars ($10,000,000) based on the current market price of the Common Stock at the time of such initial filing; (2) The Company shall not be obligated to effect any registrations pursuant to this Section 3.1(a)(i) within nine (9) months of the effective date of any other registration under the Securities Act, other than a registration on Form S-8 under the Securities Act; (3) The Company shall not, under any circumstances, be obligated to effect more than two (2) registrations pursuant to this Section 3.1(a), no more than one of which may be exercised in any twelve (12)-month period; and (4) The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration Request if the Company furnishes to the Investor a certificate signed by the Chief Financial Officer of the Company stating that the Holders request disclosures that would be required in such registration statement would reasonably be expected to be registered in have a written request received material adverse effect on, or require the public disclosure of, any proposal or plan by the Company to engage in a significant financing or acquisition of assets (other than in the ordinary course of business), or any merger, consolidation, tender offer, or reorganization; provided, that, in such event, the Investor shall be entitled to withdraw such Demand Registration Request and, if such request is withdrawn, such request shall not count as one of the permitted Demand Registration Requests hereunder. (ii) If the Investor intends to distribute the Registrable Securities covered by the Demand Registration Request by means of an underwriting, the Investor shall so advise the Company in the Demand Registration Request, and in such event, the Investor shall negotiate in good faith with an underwriter or underwriters selected by the Company to act as the managing underwriter in connection with such underwriting; provided, however, that if the Investor has not agreed with such underwriter or underwriters as to the terms and conditions of such underwriting within twenty (20) days following commencement of such negotiations, then the Company may select an underwriter or underwriters of its choice to be the managing underwriter, which choice shall be subject to the approval of the mailing Investor (such approval not to be unreasonably withheld or delayed). The Company and the Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting (it being understood that all indemnification obligations which are customarily those of the issuer of securities under such underwriting agreement shall be the obligations of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, . (iii) if If the conditions Investor intends to closing specified in distribute the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering Registrable Securities covered by the Holders Demand Registration Request by means of Registrable Securitiesan underwriting and the managing underwriters advise the Company in writing, or (iv) if with a copy to be delivered to the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a Investor, that, in their opinion, the number of Registrable Securities from requested to be included in such underwriting pursuant to Section 3.1(b) offering exceeds the result number of securities which is gross proceeds can be sold therein without materially adversely affecting the marketability of the offering and within a price range acceptable to the Holders Investor, the Company shall include in such registration the Registrable Securities requested to be included which in the opinion of such underwriters can be sold without materially adversely affecting the marketability of the offering; provided, that, in the event that the number of Registrable Securities from included in such registration is so reduced, such registration shall not count as one of the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterpermitted Demand Registration Requests hereunder.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive Holders may make a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange demand for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”); provided, however, that (i) the Company shall not be obligated to effect more than two (2) Demand Registrations for Holders request in any twelve month period, and (ii) the number of Registrable Securities proposed to be registered in a written request received sold by the Holder(s) making such written demand either (x) shall be all the Registrable Securities owned by, or that may be issued upon exchange of Redeemable LLC Units to, such Holders , (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $2,000,000 or (z) shall not be less than 100,000 shares of Common Stock. The Company shall file any registration statement required by this Section 3.1(a), which registration statement shall comply as to form in all material respects with applicable Commission rules providing for the sale by the Holder(s) of such Registrable Securities (a “Demand Registration Statement”), with the Commission within thirty (30) days after receipt of the requisite Holder demand and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of the mailing shares of the Company’s notice pursuant to this Section 3.1(a)Registrable Securities as each such Holder may request. The holders of Senior Registrable Securities Company shall be limited use its commercially reasonable efforts to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared keep each such Demand Registration Statement continuously effective for a period of at least one hundred twenty eighty (120180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof); provided that in no case shall the Company be obligated to maintain the effectiveness of any Demand Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company; provided, however, that the inclusion of such additional shares will not adversely affect the marketability of the offering and, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 3.1(a): (i) unless and until the Demand Registration Statement has been declared effective or (ii) if after a registration statement has become effectivethe Demand Registration Statement is suspended for more than ninety (90) days at any one time. Notwithstanding any provision of this Section 3.1(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement, along with Registrable Securities that Holders have requested to be included in such registration is interfered Demand Registration Statement in accordance with by this Section 3.1(a), any stop order, injunction or other order all additional Registrable Securities that are outstanding or requirement issuable upon exchange of the Commission or other governmental agency or court for any reason, Redeemable LLC Units (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of additional Registrable Securities, the “Additional Demand Securities”); provided, however, that if the Company elects to register any Additional Demand Securities in any Demand Registration Statement, the Company shall use its commercially reasonable efforts to keep such Demand Registration Statement continuously effective for the longer of (A) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof) or (ivB) if the Holders of until all Registrable Securities covered thereby cease to be Registrable Securities; provided, further, that would otherwise in no case shall the Company be underwritten are required obligated to exclude or withdraw a number maintain the effectiveness of any such Demand Registration Statement once all the Registrable Securities from such underwriting pursuant covered thereby cease to Section 3.1(b) the result of which is gross proceeds to the Holders of be Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterSecurities.

Demand Rights. Subject to (i) From and after the conditions first anniversary of this Section 3.1, if the Closing (unless the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aconsents to an earlier date, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”such consent not be unreasonably withheld), pursuant Purchaser has the right, on four occasions, to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that require the Company to file a registration statement on Form S-1, S-2 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterRegistrable Shares, then by delivering to the Company shallwritten notice, within ten (10) days with a copy to St. Xxxx, stating that such right is being exercised, naming, if applicable, the members of the Purchaser Group whose Registrable Shares are to be included in such registration (collectively, the "Demanding Shareholders"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"); provided that, from and after the fifth anniversary of the Closing, Purchaser has the right to two additional Demand Requests if on such date Purchaser is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt thereofof a Demand Request, give written notice the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of its Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 3(a)(i) are subject to the other provisions of this Agreement. (ii) The Company's obligations pursuant to Section 3(a)(i) above are subject to the following conditions: (A) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such request Demand Request; (B) the Company is not obligated to all Holdersfulfill a Demand Request unless the Demand Request is for such number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request, and provided that the last Demand Request (as specified in Section 3(a)(i) of this Agreement) will not be subject to the limitations of this Section 3.13(a)(ii)(B); (C) the Company shall, use best if requested by Purchaser, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to filesuch registration, at such times and commercially reasonable efforts in such manner as Purchaser may reasonably request; (D) the Company is not obligated to cause fulfill the requirements herein with regard to become effective, as soon as practicable, any registration relating to a Demand Request: (1) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of all Registrable Securities a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an adverse effect on the offering, (2) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Holders request Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be registered materially injurious to the Company, or (3) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its capital securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the requested registration may not proceed concurrently without violating Regulation M under the Exchange Act; (E) the Company is not required to maintain the effectiveness of a written request received registration statement filed pursuant to Section 3(a)(i) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 3(1); provided, however, that, from and after the third anniversary of the Closing and receipt thereafter by the Company within twenty of written instructions from Purchaser to such effect, in the case of any registration of Registrable Shares on Form S-3 or F-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (201) days includes any prospectus required by Section 10(a) of the mailing Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (1) and (2) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Company’s notice Exchange Act in the registration statement and provided further that Purchaser shall give the Company written notice, with a copy to St. Xxxx, at least ten business days prior to the beginning of any fiscal quarter in which Purchaser intends to attempt to sell, transfer or otherwise distribute any Common Shares pursuant to this Section 3.1(a). The holders subsection (E) which are offered on a continuous or delayed basis, which notice shall specify the aggregate number of Senior Registrable Securities shall be limited Common Shares Purchaser intends to a maximum attempt to sell, transfer or dispose of two in such fiscal quarter: (2F) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) and shall not be deemed required to have been effected (i) unless a file or maintain any registration statement with respect thereto has been declared effective that permits a delayed or continuous offering to be made for a period of at least one hundred twenty (120) more than 30 consecutive days, (ii) if which period shall be tolled during any period in which the Company invokes its rights under Section 3(f), after a such registration statement has become becomes effective, such registration is interfered with by ; (G) any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any public offering pursuant to this Section 3 shall contain a provision pursuant to which the managing underwriter of any such registration are not satisfied, public offering shall agree to use its reasonable best efforts to avoid selling Registrable Shares to any one person or group of related persons (other than another dealer acting as an underwriter or member of any selling group in connection with such public offering) if, as a result of such sale, any person would beneficially or of record own directly or indirectly through a foreign corporation, or constructively under applicable rules contained in the voluntary termination Internal Revenue Code of 1986, as amended (the "Code"), more than 9.9% of the Voting Securities; and (H) Purchaser is entitled to designate any one or more lawful methods of distribution permitted pursuant to the registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 3(a), and Purchaser will sell its Registrable Shares included in the registration in the designated methods (and, in the case of any underwriting, on the same terms and conditions as the Company and any other selling shareholder); the intended methods of distribution shall be indicated in the Demand Request and shall be finally determined prior to filing the registration statement. In any distribution pursuant to a Demand Request involving an underwriter, Purchaser is entitled to select any nationally recognized investment banking firm to act as underwriter, provided that with respect to any Demand Requests and piggy-back registrations for which the Company bears the costs and expenses pursuant to Section 3(g), such offering selection of an underwriter by Purchaser is subject to the consent of the Company, such consent not to be unreasonably withheld. (iii) Subject to Section 3(c), the Company may elect to include in any registration statement filed pursuant to this Section 3(a) any Common Shares to be issued by it or held by any of its Subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of, any underwriting agreement or distribution arrangements entered into or effected by the Holders of Registrable Securities, or Demanding Shareholders. (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or Purchaser may withdraw a number of Registrable Securities from such underwriting Demand Request at any time. A Demand Request withdrawn pursuant to this Section 3.1(b3(a)(iv) is deemed not to have been made for purposes of Section 3(a) and is of no further effect if and only if Purchaser pays or reimburses the result of which is gross proceeds to Company for all expenses and costs incurred by the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterCompany in connection with such Demand Request.

Demand Rights. Subject to the conditions other provisions of this Agreement (including without limitation Section 3.13.3 hereof), if the Company shall receive receives a written request from Sprint, or if Sprint is not a Holder at such time, from Holder(s) who in the holders of at least seventy-five percent (75%) aggregate hold a majority of the issued and outstanding shares of Preferred Stock that were issued Registrable Securities (in exchange for shares of series Aeither case, series AAcollectively, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “"Initiating Holders”") that the Company (a) file a registration statement Registration Statement under the Securities Act covering the registration of any or all of such Holder's Registrable Securities with anticipated proceeds of at least not previously registered, (ib) $40,000,000 at a share price (subject to appropriate adjustments in file the event of any stock dividendSubsequent Shelf Registration Statement, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (iic) $10,000,000 for effect a public offering thereafterTakedown (each, a "Demand"), then the Company shall: (A) if the Demand relates to establishment of the Subsequent Shelf Registration pursuant to Section 3.1(b) hereof, comply with the provisions of Section 2.1(b) hereof, (B) if the Demand relates to a Takedown pursuant to Section 3.1(c) hereof, comply with the provisions of Section 3.4 hereof; and (C) if the Demand relates to a registration pursuant to Section 3.1(a) hereof, shall take the following actions: (i) within ten (10) calendar days of the receipt thereofof such notice, give written notice of such request to all HoldersHolders of outstanding Registrable Securities known to the Company and to any additional addressees provided to the Company by any transferee of any Holder, and (ii) subject to the limitations of contained in this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effectiveArticle 3, as soon as practicablepracticable and in any event within forty-five (45) calendar days of the receipt of such request, file the Registration Statement to effect such registration under the Securities Act of covering all Registrable Securities that for which the Company receives a request from the Holders request and transferees thereof within 30 days of the delivery of the notice by the Company as required in clause (i) above. The Company, however, shall not be required to file a Registration Statement pursuant to this Article 3 unless the aggregate number of Registrable Securities requested to be registered in a is greater than 750,000 (as adjusted to reflect stock splits, reverse stock splits, stock dividends and similar actions). The written request received by the Company within twenty (20) days of the mailing of the Company’s notice delivered pursuant to this Section 3.1(a). The holders 3.1 shall specify in detail the type of Senior Registrable Securities shall be limited to requested registration (Subsequent Shelf Registration, a maximum of two (2Takedown or otherwise) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of and the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftershares, requested schedule and other applicable information.

Demand Rights. Subject Xxxxxx Xxxxxxxx, Stratfor, and Stratfor Holdings, as a group, and Xx. Xxxxxx and the Xxxxxx Member, as a group, shall each have two demand registration rights to the conditions of this Section 3.1, if require the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”)to sell, pursuant to a Public Offering, the Agreement and Plan number of Merger dated Registrable Securities indicated by it upon exercise of any of its respective demand rights; provided, 2009 (A) the Company will not be required to honor any demand rights during customary blackout periods, during any other offering being conducted by and among the Company or whenever the Company, REG and REG Merger Subas determined in good faith by the Managing Member, Inc. (the “Initiating Holders”) that believes the Company file is likely to suffer a registration statement under material adverse effect from engaging in a Public Offering at such time, (B) the Securities Act covering Company will not be required to honor any demand unless the registration dollar amount of the Registrable Securities with anticipated the demanding Member elects to sell in such offering is reasonable likely to result in gross sale proceeds of at least $5,000,000, (iC) $40,000,000 at the Company will not be required to honor more than one demand right exercise in any 270-day period; provided, any such 270-day period may be shortened by the Managing Member if the Managing Member determines, in its sole discretion, that shortening such period would not materially and adversely affect the Company or the stockholders (or other equity holders if not a share price corporation) of the Company, (subject D) the Company will pay for all Registration Expenses incurred by a Member in connection with participating in such offering pursuant to appropriate adjustments the exercise of its demand registration rights and (E) any participating Member will be required (I) to provide customary selling Member information for inclusion in the prospectus or other offering materials together with customary indemnification and contribution obligations to protect the underwriters, the Company and its directors, officers, employees and agents, and the other Members from losses in the event the information furnished by any such Member is incorrect and (II) to enter into customary agreements governing the sale of any stock dividend, stock split, combination or other similar recapitalization as generally described its Registrable Securities in the Company’s Certificate offering (including the underwriting agreement, custody agreement, standstill agreement and power of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(aattorney). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1If, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination piggyback registration rights granted in Section 4.8(b)(ii), market conditions or any other reason, the demanding Member is unable to sell at least 80% of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise requested to be underwritten are required registered within 180 days after the applicable registration statement becomes effective and such demanding Member elects not to exclude or withdraw a number of sell any such Registrable Securities from in connection therewith, such underwriting pursuant to Section 3.1(b) the result demand shall not count as one of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterits demand rights hereunder.

Demand Rights. Subject (a) At any time, and from time to time, any Holder (each, a “Demanding Holder”) may deliver to the conditions Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $25 million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the Nasdaq Global Market (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a the SEC, or pursuant to the effective registration statement has become effectiveon Form S-1/S-4 filed by the Company on August 7, such registration is interfered with by 2020 prior to the Business Combination Closing, and in either case which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Securities as a result provided below, of all of the voluntary termination Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders of that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, or and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (iv90) days of a prior Demand Registration Notice. (b) If a Demanding Holder intends to distribute the Registrable Securities covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Securities requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then the Company shall deliver to the registering Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and the number of Registrable Securities that would otherwise may be underwritten are required included in such registration shall be allocated first, to exclude or withdraw the Holders electing to register their Registrable Securities, on a pro rata basis based on the relative number of Registrable Securities from then held by each such underwriting pursuant Holder; provided that any such amount thereby allocated to Section 3.1(b) each such Holder that exceeds such Holder’s request shall be reallocated among the result of which is gross proceeds other Holders in like manner, as applicable; and second, to the Holders other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject to (a) From and after the conditions first anniversary of this Section 3.1, if the Closing (unless the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aconsents to an earlier date, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”such consent not to be unreasonably withheld), pursuant St. Xxxx has the right, on four occasions, to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that require the Company to file a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterof Registrable Shares, then by delivering to the Company shallwritten notice, within ten (10) days with a copy to RenaissanceRe Holdings Ltd., stating that such right is being exercised, naming, if applicable, the members of the St. Xxxx Group whose Registrable Shares are to be included in such registration (collectively, the "DEMANDING SHAREHOLDERS"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "DEMAND REQUEST"); PROVIDED that St. Xxxx shall not make a Demand Request during the 180-day period immediately following the Closing except with the prior written consent of Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx Barney Inc.; and PROVIDED FURTHER, that, from and after the fifth anniversary of the Closing, St. Xxxx has the right to two additional Demand Requests if on such date St. Xxxx is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt thereofof a Demand Request, give written notice the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of their respective Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 2.1(a) are subject to the other provisions of this Agreement. (b) The Company's obligations pursuant to Section 2.1(a) above are subject to the following conditions: (i) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such request Demand Request; (ii) the Company is not obligated to all Holdersfulfill a Demand Request unless the Demand Request is for such number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request, and PROVIDED that the last Demand Request (as specified in Section 2.1(a) of this Agreement) will not be subject to the limitations of this Section 3.12.01(b)(ii); and (iii) the Company shall, use best if requested by St. Xxxx, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to filesuch registration, at such times and commercially reasonable efforts in such manner as St. Xxxx xxx reasonably request. (iv) the Company is not obligated to cause fulfill the requirements herein with regard to become effective, as soon as practicable, any registration relating to a Demand Request: (A) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of all Registrable Securities a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an adverse effect on the offering, (B) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Holders request Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be registered materially injurious to the Company, or (C) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its Capital Securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the requested registration may not proceed concurrently without violating Regulation M under the Exchange Act. (v) the Company is not required to maintain the effectiveness of a written request received registration statement filed pursuant to Section 2.1(a) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 2.6; PROVIDED, HOWEVER, that, from and after the third anniversary of the Closing and receipt thereafter by the Company within twenty of written instructions from St. Xxxx to such effect, in the case of any registration of Registrable Shares on Form S-3 or F-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended until all such Registrable Shares are sold, PROVIDED that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, PROVIDED FURTHER that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (201) days includes any prospectus required by Section 10(a) of the mailing Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (1) and (2) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Company’s notice Exchange Act in the registration statement and PROVIDED FURTHER that St. Xxxx shall give the Company written notice, with a copy to RenaissanceRe Holdings Ltd., at least ten business days prior to the beginning of any fiscal quarter in which St. Xxxx intends to attempt to sell, transfer or otherwise distribute any Common Shares pursuant to this Section 3.1(a). The holders subsection (v) which are offered on a continuous or delayed basis, which notice shall specify the aggregate number of Senior Registrable Securities shall be limited Common Shares St. Xxxx intends to a maximum attempt to sell, transfer or dispose of two in such fiscal quarter; (2vi) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) the Company shall not be deemed required to have been effected (i) unless a file or maintain any registration statement with respect thereto has been declared effective that permits a delayed or continuous offering to be made for a period of at least one hundred twenty (120) more than 30 consecutive days, (ii) if which period shall be tolled during any period in which the Company invokes its rights under Section 2.6, after a such registration statement has become becomes effective, such registration is interfered with by ; (vii) any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any public offering pursuant to this Article II shall contain a provision pursuant to which the managing underwriter of any such registration are not satisfied, public offering shall agree to use its reasonable best efforts to avoid selling Registrable Shares to any one person or group of related persons (other than another dealer acting as an underwriter or member of any selling group in connection with such public offering) if, as a result of the voluntary termination of such offering by the Holders of Registrable Securitiessale, any such person would own directly or indirectly through a foreign corporation, or constructively under applicable rules contained in the Internal Revenue Code of 1986, as amended, more than 9.9% of the Common Shares; and (ivviii) if St. Xxxx is entitled to designate any one or more lawful methods of distribution permitted pursuant to the Holders registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 2.1, and St. Xxxx will sell its Registrable Securities Shares included in the registration in the designated methods (and, in the case of any underwriting, on the same terms and conditions as the Company and any other selling shareholder); the intended methods of distribution shall be indicated in the Demand Request and shall be finally determined prior to filing the registration statement. In any distribution pursuant to a Demand Request involving an underwriter, St. Xxxx is entitled to select any nationally recognized investment banking firm to act as underwriter, PROVIDED that would otherwise be underwritten are required with respect to exclude or withdraw a number of Registrable Securities from such underwriting any Demand Requests and piggy-back registrations for which the Company bears the costs and expenses pursuant to Section 3.1(b) the result 2.7, such selection of which an underwriter by St. Xxxx is gross proceeds subject to the Holders consent of Registrable Securities from the Company, such consent not to be unreasonably withheld. (c) Subject to Section 2.3, the Company may elect to include in any registration statement filed pursuant to this Section 2.1 any Common Shares to be issued by it or held by any of less than $40,000,000 its subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of, any underwriting agreement or distribution arrangements entered into or effected by the Demanding Shareholders. (d) St. Xxxx xxx withdraw a Demand Request at any time. A Demand Request withdrawn pursuant to this Section 2.1(d) is deemed not to have been made for purposes of Section 2.1 and is of no further effect if and only if St. Xxxx pays or reimburses the Initial Offering or $10,000,000 if a public offering thereafterCompany for all expenses and costs incurred by the Company in connection with such Demand Request.

Demand Rights. Subject to (a) From and after the conditions first anniversary of this Section 3.1, if the Closing (unless the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aconsents to an earlier date, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”such consent not to be unreasonably withheld), pursuant St. Xxxx has the right, on four occasions, to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that require the Company to file a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterof Registrable Shares, then by delivering to the Company shallwritten notice, within ten (10) days with a copy to RenaissanceRe Holdings Ltd., stating that such right is being exercised, naming, if applicable, the members of the St. Xxxx Group whose Registrable Shares are to be included in such registration (collectively, the "Demanding Shareholders"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"); provided that St. Xxxx shall not make a Demand Request during the 180-day period immediately following the Closing except with the prior written consent of Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx Barney Inc.; and provided further, that, from and after the fifth anniversary of the Closing, St. Xxxx has the right to two additional Demand Requests if on such date St. Xxxx is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt thereofof a Demand Request, give written notice the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of their respective Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 2.1(a) are subject to the other provisions of this Agreement. (b) The Company's obligations pursuant to Section 2.1(a) above are subject to the following conditions: (i) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such request Demand Request; (ii) the Company is not obligated to all Holdersfulfill a Demand Request unless the Demand Request is for such number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request, and provided that the last Demand Request (as specified in Section 2.1(a) of this Agreement) will not be subject to the limitations of this Section 3.12.01(b)(ii); and (iii) the Company shall, use best if requested by St. Xxxx, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to filesuch registration, at such times and commercially reasonable efforts in such manner as St. Xxxx xxx reasonably request. (iv) the Company is not obligated to cause fulfill the requirements herein with regard to become effective, as soon as practicable, any registration relating to a Demand Request: (A) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of all Registrable Securities a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an adverse effect on the offering, (B) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Holders request Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be registered materially injurious to the Company, or (C) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its Capital Securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the requested registration may not proceed concurrently without violating Regulation M under the Exchange Act. (v) the Company is not required to maintain the effectiveness of a written request received registration statement filed pursuant to Section 2.1(a) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 2.6; provided, however, that, from and after the third anniversary of the Closing and receipt thereafter by the Company within twenty of written instructions from St. Xxxx to such effect, in the case of any registration of Registrable Shares on Form S-3 or F-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended until all such Registrable Shares are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (201) days includes any prospectus required by Section 10(a) of the mailing Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (1) and (2) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Company’s notice Exchange Act in the registration statement and provided further that St. Xxxx shall give the Company written notice, with a copy to RenaissanceRe Holdings Ltd., at least ten business days prior to the beginning of any fiscal quarter in which St. Xxxx intends to attempt to sell, transfer or otherwise distribute any Common Shares pursuant to this Section 3.1(a). The holders subsection (v) which are offered on a continuous or delayed basis, which notice shall specify the aggregate number of Senior Registrable Securities shall be limited Common Shares St. Xxxx intends to a maximum attempt to sell, transfer or dispose of two in such fiscal quarter; (2vi) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) the Company shall not be deemed required to have been effected (i) unless a file or maintain any registration statement with respect thereto has been declared effective that permits a delayed or continuous offering to be made for a period of at least one hundred twenty (120) more than 30 consecutive days, (ii) if which period shall be tolled during any period in which the Company invokes its rights under Section 2.6, after a such registration statement has become becomes effective, such registration is interfered with by ; (vii) any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any public offering pursuant to this Article II shall contain a provision pursuant to which the managing underwriter of any such registration are not satisfied, public offering shall agree to use its reasonable best efforts to avoid selling Registrable Shares to any one person or group of related persons (other than another dealer acting as an underwriter or member of any selling group in connection with such public offering) if, as a result of the voluntary termination of such offering by the Holders of Registrable Securitiessale, any such person would own directly or indirectly through a foreign corporation, or constructively under applicable rules contained in the Internal Revenue Code of 1986, as amended, more than 9.9% of the Common Shares; and (ivviii) if St. Xxxx is entitled to designate any one or more lawful methods of distribution permitted pursuant to the Holders registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 2.1, and St. Xxxx will sell its Registrable Securities Shares included in the registration in the designated methods (and, in the case of any underwriting, on the same terms and conditions as the Company and any other selling shareholder); the intended methods of distribution shall be indicated in the Demand Request and shall be finally determined prior to filing the registration statement. In any distribution pursuant to a Demand Request involving an underwriter, St. Xxxx is entitled to select any nationally recognized investment banking firm to act as underwriter, provided that would otherwise be underwritten are required with respect to exclude or withdraw a number of Registrable Securities from such underwriting any Demand Requests and piggy- back registrations for which the Company bears the costs and expenses pursuant to Section 3.1(b) the result 2.7, such selection of which an underwriter by St. Xxxx is gross proceeds subject to the Holders consent of Registrable Securities from the Company, such consent not to be unreasonably withheld. (c) Subject to Section 2.3, the Company may elect to include in any registration statement filed pursuant to this Section 2.1 any Common Shares to be issued by it or held by any of less than $40,000,000 its subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of, any underwriting agreement or distribution arrangements entered into or effected by the Demanding Shareholders. (d) St. Xxxx xxx withdraw a Demand Request at any time. A Demand Request withdrawn pursuant to this Section 2.1(d) is deemed not to have been made for purposes of Section 2.1 and is of no further effect if and only if St. Xxxx pays or reimburses the Initial Offering or $10,000,000 if a public offering thereafterCompany for all expenses and costs incurred by the Company in connection with such Demand Request.

Demand Rights. Subject to (a) From and after the conditions first anniversary of this Section 3.1, if the Closing (unless the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aconsents to an earlier date, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”such consent not to be unreasonably withheld), pursuant St. Xxxx has the right, on four occasions, to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that require the Company to file a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterof Registrable Shares, then by delivering to the Company shallwritten notice, within ten (10) days with a copy to RenaissanceRe, stating that such right is being exercised, naming, if applicable, the members of the St. Xxxx Group whose Registrable Shares are to be included in such registration (collectively, the "DEMANDING SHAREHOLDERS"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "DEMAND REQUEST"); PROVIDED that St. Xxxx shall not make a Demand Request during the 180-day period immediately following the Closing except with the prior written consent of Xxxxxxx, Xxxxx & Co.; and PROVIDED FURTHER, that, from and after the fifth anniversary of the Closing, St. Xxxx has the right to two additional Demand Requests if on such date St. Xxxx is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt thereofof a Demand Request, give written notice the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of their respective Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 2.1(a) are subject to the other provisions of this Agreement. (b) The Company's obligations pursuant to Section 2.1(a) above are subject to the following conditions: (i) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such request Demand Request; (ii) the Company is not obligated to all Holdersfulfill a Demand Request unless the Demand Request is for such number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request, and PROVIDED that the last Demand Request (as specified in Section 2.1(a) of this Agreement) will not be subject to the limitations of this Section 3.12.01(b)(ii); and (iii) the Company shall, use best if requested by St. Xxxx, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to filesuch registration, at such times and commercially reasonable efforts in such manner as St. Xxxx xxx reasonably request. (iv) the Company is not obligated to cause fulfill the requirements herein with regard to become effective, as soon as practicable, any registration relating to a Demand Request: (A) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of all Registrable Securities a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an adverse effect on the offering, (B) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Holders request Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be registered materially injurious to the Company, or (C) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its Capital Securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the requested registration may not proceed concurrently without violating Regulation M under the Exchange Act. (v) the Company is not required to maintain the effectiveness of a written request received registration statement filed pursuant to Section 2.1(a) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 2.6; PROVIDED, HOWEVER, that, from and after the third anniversary of the Closing and receipt thereafter by the Company within twenty of written instructions from St. Xxxx to such effect, in the case of any registration of Registrable Shares on Form S-3 or F-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended until all such Registrable Shares are sold, PROVIDED that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, PROVIDED FURTHER that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (201) days includes any prospectus required by Section 10(a) of the mailing Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (1) and (2) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Company’s notice Exchange Act in the registration statement and PROVIDED FURTHER that St. Xxxx shall give the Company written notice, with a copy to RenaissanceRe Holdings Ltd., at least ten business days prior to the beginning of any fiscal quarter in which St. Xxxx intends to attempt to sell, transfer or otherwise distribute any Common Shares pursuant to this Section 3.1(a). The holders subsection (E) which are offered on a continuous or delayed basis, which notice shall specify the aggregate number of Senior Registrable Securities shall be limited Common Shares St. Xxxx intends to a maximum attempt to sell, transfer or dispose of two in such fiscal quarter; (2vi) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) the Company shall not be deemed required to have been effected (i) unless a file or maintain any registration statement with respect thereto has been declared effective that permits a delayed or continuous offering to be made for a period of at least one hundred twenty (120) more than 30 consecutive days, (ii) if after a registration statement has become effective, such registration is interfered with by which period shall be tolled during any stop order, injunction or other order or requirement of period in which the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.Company invokes its rights under Section

Demand Rights. Subject Notwithstanding clause (a) above and subject to the conditions of this ------------- restrictions on disposition included in Section 3.12, if the Company is unable to become listed on the Nasdaq SmallCap Market or the Nasdaq National Market within six months of the date hereof, or is otherwise unable to qualify for use of a Shelf Registration Statement, on the date which is six months from the date hereof, the Company shall, upon receipt of a notice (a "Registration Notice") given at least 14 days prior to the six-month anniversary hereof, file on behalf of all Holders from whom it shall have received a Registration Notice, and use its best efforts to cause to become effective as soon as practical thereafter, a Registration Statement registering the offering and sale of the Registrable Securities which the Company has been requested to register by such Holders. In addition, subject to the restrictions on disposition included in Section 2 and on a maximum of two separate occasions (and if the Company at such time does not have an effective Shelf Registration Statement covering the Registerable Securities), at any time after the six month anniversary of the date hereof that the Company shall receive a written request Registration Notice from the holders Holders holding Shares representing in excess of at least seventy-five percent (75%) 25% of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AShares, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to it shall file, and commercially reasonable use its best efforts to cause to become effective, effective as soon as practicablepractical thereafter, a Registration Statement registering the registration under offering and sale of the Registrable Securities Act held by such Holder (and those of any other Holder, subject to Section 2, who requests to have its Shares included in such Registration Statement). The Company shall promptly following receipt of a Registration Notice pursuant to the last sentence hereof notify the Holders of all other Registrable Securities that and, upon request of such Holders, allow such Holders to include their Registrable Securities in the Holders aforementioned Registration Statement. Notwithstanding the above, (i) if a request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice for registration pursuant to this Section 3.1(a). The holders 2(b) is made within 30 days prior to the conclusion of Senior Registrable Securities the Company's fiscal year, or within 40 days after the end of the Company's fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year, and (ii) the Company shall be limited entitled to postpone for a maximum reasonable period of two time (2not to exceed 90 days, which may not thereafter be extended) demand registrations the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 3.1, provided 2(b) if (x) the Company is in possession of material information that a registration requested pursuant has not been disclosed to this Section 3.1(a) shall the public and the Company deems it advisable not be deemed to have been effected (i) unless a disclose such information in the registration statement or (y) the board of directors of the Company shall determine in good faith that such offering will interfere with respect thereto has been declared effective for a period pending or contemplated financing, merger, acquisition, sale of at least one hundred twenty (120) daysassets, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction recapitalization or other order or requirement similar corporate action of the Commission or other governmental agency or court for any reasonCompany, (iii) if the conditions to closing specified and in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result case of the voluntary termination of such offering by the Holders of Registrable Securities, clause (x) or (ivy) if above, the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an officers' certificate to that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftereffect.

Demand Rights. Subject (a) At any time, and from time to time, any Major Investor or group of Major Investors, as the case may be (each, in such case, a “Demanding Holder”), may deliver to the conditions Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its, or their, desire to have, after the expiration of any lock-up to which the Registrable Securities are subject, some or all of its, or their, Registrable Securities registered for sale. Each Demand Registration Notice shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof including pursuant to an underwritten public offering. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused such Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration Statement that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration Statement pursuant to Section 3.1(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, or group of Demanding Holders, and any other governmental agency or court Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and, unless such Demand Registration Statement is an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act), agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as reasonably practicable following the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as reasonably practicable (but in no event less than ten (10) calendar days before the anticipated filing date, provided the Company receives the Demand Registration Notice at least five (5) calendar days prior thereto), and such notice shall offer to such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (a) the date on which all Registrable Securities covered by such Demand Registration Statement have been sold, and (b) the date as of which the securities covered by such Demand Registration Statement have ceased to be Registrable Securities. (b) If a Demanding Holder intends to distribute the Registrable Securities covered by the Demand Registration Notice by means of an underwritten offering (the “Underwritten Demand Registration”), it shall so advise the Company as a part of the Demand Registration Notice; provided that any reason, (iiiDemanding Holder(s) will be entitled to request an Underwritten Demand Registration only if the conditions total offering price of the Shares to closing specified be sold in such offering (before deduction of underwriting discounts) is reasonably expected to exceed, in the purchase agreement or aggregate, $75 million. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement entered into in connection customary form with the underwriter or underwriters selected for such registration are not satisfied, other than as a result of the voluntary termination of such offering underwriting by the Holders initiating the Demand Registration Statement, and subject to the approval of Registrable Securitiesthe Company. Notwithstanding any other provision of this Section 2.1, or (iv) if the Holders managing underwriter or underwriters advises the Company that in the opinion of such underwriter(s), the distribution of all of the Registrable Securities requested to be registered would materially and adversely affect the proposed offering price, timing, distribution method or probability of success of such offering, then the number of Registrable Securities that would otherwise may be underwritten are required included in such registration shall be allocated (A) first, to exclude or withdraw the Demanding Holders and the other Holders electing to register their Registrable Securities pursuant to the Offer Notice, on a pro rata basis based on the relative number of Registrable Securities from then held by each such underwriting pursuant Holder; provided that any such amount thereby allocated to Section 3.1(beach such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (B) the result of which is gross proceeds second, to the Holders other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject to (i) At any time more than one hundred eighty (180) days after the conditions date of this Section 3.1the Closing, if the Company shall receive a Sellers' Representative may, upon presentation of the written request from the holders of at least seventy-five for registration by Sellers owning more than fifty percent (7550%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AShares, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant request the Buyer to register the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement Shares under the Securities Act for sale in the manner specified in such notice. (ii) Following receipt of any notice under Section 9.7(a), the Buyer shall use reasonable efforts to register under the Securities Act and register or qualify under all applicable state securities laws, for public sale in accordance with the method of disposition speci fied in such notice, all of the Shares. If such method of disposition shall be an underwritten public offering, the Buyer may designate the managing underwriter of such offering provided the underwriter is reasonably acceptable to the Sellers' Representative. The Buyer shall be obligated to register the Shares pursuant to this Section 9.7 on one occasion only, provided, however, that such obligation shall be deemed satisfied in respect of a registration only when a registration statement covering the registration Shares for sale in accordance with the method of Registrable Securities with anticipated proceeds of at least disposition specified by the Sellers' Representative, shall have become effective. (iii) Notwithstanding the foregoing, the Buyer shall not be obligated to register the Shares pursuant to this Section 9.7: (i) $40,000,000 at a share price during the period starting with the date sixty (subject 60) days prior to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share Buyer's good faith estimate of the Series A Preferred Stock for the Initial Offering or date of filing of, and ending on a date one hundred eighty (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10180) days of after the receipt thereofeffective date of, give written notice of such request to all Holdersa Buyer-initiated registration, and subject to provided that (a) the limitations of this Section 3.1, use best efforts to file, and commercially Buyer is making a reasonable efforts effort to cause such registration statement to become effective, as soon as practicable, (b) the registration under the Securities Act aggregate number of all Registrable Securities that the Holders request to be registered in a written request received by the Company days within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) such period shall not be deemed to have been effected exceed two hundred forty (240), and (c) the Buyer has not previously invoked this clause (i) unless to excuse it from the obligation it would otherwise have to register the Shares; (ii) in the event the Board of Directors of the Buyer in good faith determines that such registration would have a material adverse effect on the market for the Buyer Common Stock and concludes, as a result, that it is essential to defer the filing of such registration statement with respect thereto has been declared effective at such time, and the Buyer shall furnish to the Sellers' Representative a certificate signed by the President of the Buyer stating that in the good faith judgment of the Board of Directors of the Buyer the filing of such registration statement would have a material adverse effect on the market for the Buyer Common Stock and that it is, therefore, essential to defer the filing of GV: #115336 v7 (2gzs07!.WPD) 59 such registration statement, in which event the Buyer shall have the right to defer such filing for a period of at least one hundred twenty not more than ninety (12090) days, (ii) if days after a registration statement has become effective, such registration is interfered with by any stop order, injunction the day upon which notice was received from the Sellers' Representative; or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions Buyer is able to closing specified in furnish to the purchase agreement or underwriting agreement entered into in connection with such registration Sellers an opinion of counsel to the effect that the Shares are not satisfied, other than as a result of eligible for sale pursuant to Rule 144 under the voluntary termination of such offering by Securities Act without regard to the Holders of Registrable Securities, or volume limitations thereunder. (iv) if The registration statement filed pursuant to the Holders request of Registrable Securities the Sellers' Representative may, at the discretion of the Buyer, include other securities of the Buyer, with respect to which registration rights have been granted, and may include securities of the Buyer being sold for the account of the Buyer, provided, however, that would otherwise be underwritten are required in the event it is necessary to exclude or withdraw a decrease the number of Registrable Securities from such underwriting pursuant shares to Section 3.1(b) be registered, the result number of which is gross proceeds to the Holders of Registrable Securities from Shares included in the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterstatement shall be decreased last.

Demand Rights. Subject to (i) From and after the conditions first anniversary of this Section 3.1, if the Closing (unless the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aconsents to an earlier date, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”such consent not be unreasonably withheld), pursuant Purchaser has the right, on four occasions, to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that require the Company to file a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterRegistrable Shares, then by delivering to the Company shallwritten notice, within ten (10) days with a copy to St. Xxxx, stating that such right is being exercised, naming, if applicable, the members of the Purchaser Group whose Registrable Shares are to be included in such registration (collectively, the "Demanding Shareholders"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"); provided that, from and after the fifth anniversary of the Closing, Purchaser has the right to two additional Demand Requests if on such date Purchaser is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt thereofof a Demand Request, give written notice the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of its Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 3(a)(i) are subject to the other provisions of this Agreement. (ii) The Company's obligations pursuant to Section 3(a)(i) above are subject to the following conditions: (A) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such request Demand Request; (B) the Company is not obligated to all Holdersfulfill a Demand Request unless the Demand Request is for such number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request, and provided that the last Demand Request (as specified in Section 3(a)(i) of this Agreement) will not be subject to the limitations of this Section 3.13(a)(ii)(B); (C) the Company shall, use best if requested by Purchaser, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to filesuch registration, at such times and commercially reasonable efforts in such manner as Purchaser may reasonably request; (D) the Company is not obligated to cause fulfill the requirements herein with regard to become effective, as soon as practicable, any registration relating to a Demand Request: (1) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of all Registrable Securities a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an adverse effect on the offering, (2) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Holders request Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be registered materially injurious to the Company, or (3) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its capital securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the requested registration may not proceed concurrently without violating Regulation M under the Exchange Act; (E) the Company is not required to maintain the effectiveness of a written request received registration statement filed pursuant to Section 3(a)(i) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 3(f); provided, however, that, from and after the third anniversary of the Closing and receipt thereafter by the Company within twenty of written instructions from Purchaser to such effect, in the case of any registration of Registrable Shares on Form S-3 or F-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (201) days includes any prospectus required by Section 10(a) of the mailing Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (1) and (2) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Company’s notice Exchange Act in the registration statement and provided further that Purchaser shall give the Company written notice, with a copy to St. Xxxx, at least ten business days prior to the beginning of any fiscal quarter in which Purchaser intends to attempt to sell, transfer or otherwise distribute any Common Shares pursuant to this Section 3.1(a). The holders subsection (E) which are offered on a continuous or delayed basis, which notice shall specify the aggregate number of Senior Registrable Securities shall be limited Common Shares Purchaser intends to a maximum attempt to sell, transfer or dispose of two in such fiscal quarter: (2F) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) and shall not be deemed required to have been effected (i) unless a file or maintain any registration statement with respect thereto has been declared effective that permits a delayed or continuous offering to be made for a period of at least one hundred twenty (120) more than 30 consecutive days, (ii) if which period shall be tolled during any period in which the Company invokes its rights under Section 3(f), after a such registration statement has become becomes effective, such registration is interfered with by ; (G) any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any public offering pursuant to this Section 3 shall contain a provision pursuant to which the managing underwriter of any such registration are not satisfied, public offering shall agree to use its reasonable best efforts to avoid selling Registrable Shares to any one person or group of related persons (other than another dealer acting as an underwriter or member of any selling group in connection with such public offering) if, as a result of such sale, any person would beneficially or of record own directly or indirectly through a foreign corporation, or constructively under applicable rules contained in the voluntary termination Internal Revenue Code of 1986, as amended (the "Code"), more than 9.9% of the Voting Securities; and (H) Purchaser is entitled to designate any one or more lawful methods of distribution permitted pursuant to the registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 3(a), and Purchaser will sell its Registrable Shares included in the registration in the designated methods (and, in the case of any underwriting, on the same terms and conditions as the Company and any other selling shareholder); the intended methods of distribution shall be indicated in the Demand Request and shall be finally determined prior to filing the registration statement. In any distribution pursuant to a Demand Request involving an underwriter, Purchaser is entitled to select any nationally recognized investment banking firm to act as underwriter, provided that with respect to any Demand Requests and piggy-back registrations for which the Company bears the costs and expenses pursuant to Section 3(g), such offering selection of an underwriter by Purchaser is subject to the consent of the Company, such consent not to be unreasonably withheld. (iii) Subject to Section 3(c), the Company may elect to include in any registration statement filed pursuant to this Section 3(a) any Common Shares to be issued by it or held by any of its Subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of, any underwriting agreement or distribution arrangements entered into or effected by the Holders of Registrable Securities, or Demanding Shareholders. (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or Purchaser may withdraw a number of Registrable Securities from such underwriting Demand Request at any time. A Demand Request withdrawn pursuant to this Section 3.1(b3(a)(iv) is deemed not to have been made for purposes of Section 3(a) and is of no further effect if and only if Purchaser pays or reimburses the result of which is gross proceeds to Company for all expenses and costs incurred by the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterCompany in connection with such Demand Request.

Demand Rights. (a) Subject to Section 6.3, (i) at any time prior to the conditions consummation of an Initial Public Offering and (A) on or after the first anniversary of the Closing Date, any two Founders, or Shareholders including at least two Founders, (B) on or after a date that is 18 months after the Closing Date, any one Founder, or Shareholders including at least one Founder or (C) on or after the fifth anniversary of the Closing Date, Shareholders holding shares of Common Stock on a Fully Diluted Basis that represent, in the aggregate, not less than 10% of all shares of Common Stock then outstanding on a Fully Diluted Basis (in the case of (A), (B) or (C) of this Section 3.1paragraph, if individually or collectively, as the case may be, a "Demanding Shareholder"), shall have the right to require the Company shall receive to use its best efforts to fulfill such requirements as may be necessary to permit an Initial Public Offering (on a written request from the holders of at least seventyfirm-five percent (75%commitment, underwritten basis) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds for the account(s) of Shareholders; and (ii) at any time after an Initial Public Offering has been consummated, any one Specified Shareholder, or Shareholders including at least one Specified Shareholder (individually or collectively, also a "Demanding Shareholder", but only, in the case of Securitas, with respect to one Subsequent Registered Public Offering as provided in Section 6.2(b)), shall have the right to require the Company to use its best efforts to fulfill such requirements as may be necessary to permit a Subsequent Registered Public Offering (on a firm-commitment, underwritten basis) of Registrable Securities for the account(s) of Shareholders; in each case (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or and (ii) $10,000,000 for a public offering thereafter), then the Company shallas provided in this Article VI, within ten (10) days of the receipt thereof, give by delivering written notice of such request to all Holders, and subject demand to the limitations Company specifying the number of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request are held of record, and are proposed to be registered sold in a written request received such offering, by the Demanding Shareholder (a "Demand Request"). If more than one Demand Request is submitted to the Company within twenty (20) days before the Company delivers a Notice of the mailing of the Company’s notice Demand Request in respect thereof pursuant to this Section 3.1(a6.2(c). The holders of Senior Registrable Securities , then all such Demand Requests and their Demanding Shareholders shall be limited to treated collectively, as a maximum of two (2) demand registrations pursuant to this Section 3.1single Demand Request and a single Demanding Shareholder, respectively, provided that, if a Demand Request is permitted to be withdrawn under Section 6.3(a), (b) or (c), and if such request involves individual Demand Requests that have been submitted by more than one Demanding Shareholder and are being treated collectively as a registration requested pursuant single Demand Request under this sentence, then each such Demanding Shareholder that submitted such an individual request shall be entitled to this withdraw its own individual request, and its determination whether or not to withdraw shall apply solely with respect to its own individual request, provided, further, that any such individual request or requests that are not withdrawn need not be withdrawn and shall continue to be counted as a single Demand Request as long as, collectively, they satisfy any requirement that may apply under Section 3.1(a6.2(b) and, if they do not, they shall not be deemed to have been effected withdrawn as well, and provided, further, that all Joining Requests (ias defined below) unless shall (except as provided in the next sentence) remain in effect as long as any one or more of such individual Demand Requests remain in effect. Notwithstanding the foregoing, a registration statement Founder (or, solely with respect thereto has been declared effective for to one Subsequent Registered Public Offering, Securitas as provided in Section 6.2(b)) making a period of Joining Request shall have the right to withdraw such request if at least one hundred twenty (120) dayssuch time a Demand Request is permitted to be withdrawn under Section 6.3(a), (iib) if after a registration statement has become effectiveor (c). (b) Notwithstanding the foregoing, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a total number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result specified in any Demand Request other than a Demand Request for an Initial Public Offering, is less than a number of which is gross proceeds shares of Common Stock equal to the Holders lesser of Registrable Securities from (i) 10% of all shares of Common Stock outstanding as of the registration date of less than such Demand Request, or (ii) shares of Common Stock having a value of $40,000,000 if 100 million, based on the Initial Current Market Price as of the date of such Demand Request, then neither the rights of any Shareholder, nor the obligations of the Company set forth in this Article VI, shall arise in respect of such Demand Request(s), which shall be deemed null and void and without effect and will not be counted as a Demand Request for any purpose hereunder. Notwithstanding any provision hereof, Securitas shall be entitled to make a Demand Request only once and only in respect of a Subsequent Registered Public Offering (whether or $10,000,000 if not any such request is joined with another Demand Request made by a public offering thereafter.Founder, but excluding any such request that is withdrawn and nullified pursuant to

Demand Rights. Subject At any time on or after January 1, 2027, and prior to March 31, 2032, Investor (on behalf of any Holder) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering, provided that the Partnership shall be obligated to effect an Underwritten Offering only if (i) a Demand Notice (as defined below) in respect of such Registrable Securities is delivered by Investor to the conditions of this Section 3.1Partnership as specified below, if (ii) the Company shall receive a written request from applicable Holder has held such Registrable Securities for at least one (1) calendar year (the holders “Holding Period”) and (iii) Investor reasonably expects (for any Holder) (y) gross proceeds of at least seventy-five $200 million from such Underwritten Offering or (z) gross proceeds of at least $100 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (75100%) of the issued and then- 899622.09-WILSR01A - MSW outstanding shares Registrable Securities held by any applicable Selling Holder. Investor (on behalf of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., any Holder) shall exercise any such demand registration right by delivering a Delaware corporation written notice (a “REGDemand Notice”), pursuant ) to the Agreement Partnership specifying that (I) it is exercising a demand registration right, (II) the name of each Selling Holder, and Plan of Merger dated , 2009 by and among (III) the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration amount of Registrable Securities to be included in the Underwritten Offering. Subject to the first sentence of this Section 2.02(a), promptly upon receipt of the Demand Notice, the Partnership shall use commercially reasonable efforts to enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that Investor shall have the right (on behalf of all Holders) to exercise the demand registration rights set forth in this Section 2.02 not more than three (3) times (and not more frequently than once in any six-month period); provided, further, that the aggregate number of Registrable Securities issued as part of any Call Option (including upon the conversion of Non-Voting NEP Common Units issued as part of such Call Option) that may be included in any Underwritten Offering pursuant to a demand registration right shall in no event be greater than the excess of (aa) the number of Common Units or Non-Voting NEP Common Units issued by the Partnership upon exercise of such Call Option over (bb) the number of Common Units that is ten percent (10%) of the trading volume of Common Units over the period from the exercise of such Call Option and the date of such Demand Notice, and only such Registrable Securities as were issued upon conversion of Non-Voting NEP Common Units issued as part of the Call Option Purchase Price in such Call Option may be included in such Underwritten Offering pursuant to such demand registration right; provided, further, that to the extent that at the time of any Demand Notice a Holder owns Registrable Securities issued in respect of more than one Call Option that satisfies the Holding Period requirement, then such Holder may include Registrable Securities issued in respect of each or any such Call Option, and the limitation in the immediately foregoing proviso shall apply to each such Call Option on a Call Option-by-Call Option basis; provided, further, that the aggregate amount of Registrable Securities that may be included in Underwritten Offerings pursuant to demand registration rights exercised in any twelve month period pursuant to this Section 2.02 shall not exceed one third of the aggregate number of Registrable Securities that would be outstanding as of the date of delivery of a Demand Notice if all of the Non-Voting NEP Common Units issued on such date were converted on such date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion). Solely for illustrative purposes, for example, if at the time of such Demand Notice (y) 6,000,000 Common Units had been issued by the Partnership upon exercise of a prior Call Option (or upon the conversion of Non-Voting NEP Common Units issued upon the exercise of such Call Option), and (z) the trading volume of Common Units over the period from the exercise of such Call Option and the date of such Demand Notice had been 30,000,000 Common Units, then, subject to the Holding Period, up to 3,000,000 of the 6,000,000 Common Units issued upon the exercise of such Call Option (or upon the conversion of Non-Voting NEP Common Units issued upon the exercise of such Call Option) may be included in such Underwritten Offering pursuant to such demand registration right (i.e., 3,000,000 Common Units = 6,000,000 Common Units minus 3,000,000 Common Units, which latter number is the product 899622.09-WILSR01A - MSW of 10% multiplied by 30,000,000 Common Units). Notwithstanding anything to the contrary herein, if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition, or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (iother than in connection with any at-the-market offering or similar continuous offering program), or (C) $40,000,000 at a share price (subject to appropriate adjustments is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in good faith in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share best interests of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterPartnership, should not be publicly disclosed at that time, then the Company shall, within ten (10) days of Partnership may suspend Investor’s right to require the receipt thereof, give written notice of Partnership to conduct an Underwritten Offering on such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the CompanySelling Holder’s notice behalf pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited 2.02; provided, however, that the Partnership may only suspend such demand registration right to a maximum of two (2) demand registrations require the Partnership to conduct an Underwritten Offering pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective 2.02 once in any six-month period and in no event for a period that exceeds an aggregate of at least ninety (90) days in any 180-day period or one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by days in any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter365-day period.

Demand Rights. Subject to (a) Upon written demand of holders of a majority of the conditions of this Section 3.1Securities, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued prepare and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities 1933 Act covering an offering of such number of Securities as shall have been requested by such holder(s) in such demand, and shall use its diligent efforts to cause such registration statement to become effective, all in accordance with the provisions of this Agreement; provided, that if the Company's Board of Directors determines in good faith that it would be seriously detrimental to the Company to file such a registration statement at the time of such demand, the Company shall have the right to defer filing such registration statement for 120 days. The Company shall only be required to cause up to three (3) registration statements to become effective under this Section 2.01. (b) Whenever the Company shall have received a demand pursuant to this Section 2.01 to effect the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividendSecurities, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, shall promptly give written notice of such request proposed registration to all Holdersother holders of Securities. Any such holder may, and subject to within 30 days after receipt of such notice, request in writing that all of such holder's Securities, or any portion thereof designated by such holder, be included in the limitations offering. (c) The Company shall proceed as expeditiously as possible after receipt of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice demand pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited 2.01 to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that file a registration requested pursuant statement and use its best efforts to this Section 3.1(aeffect, within 120 days after the giving of such written demand (or, in the case of a demand made within 60 days prior to the end of the Company's then fiscal year, within 210 days after the giving of such written demand) the registration of an offering under the 1933 Act. Such offering shall not be deemed to have been effected include: (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, the Securities specified in the demand given pursuant to Section 2.01(a); and (ii) if after a all other Securities that the holders thereof have requested be included in the offering pursuant to Section 2.01(b); all to the extent required to permit the holders of the Securities to dispose of such Securities in compliance with applicable law. Unless otherwise recommended by the managing underwriter to facilitate such offering, the Company shall have the right to include in such offering authorized but unissued shares of its Common Stock and shares of its Common Stock held in its treasury that together constitute no more than 20% of the aggregate number of Securities to be offered. No other outstanding securities of the Company shall be included in such registration statement has become effectiveunless, and then only to the extent that, in the opinion of the representative of the underwriters participating in the sale and distribution of the shares of Common Stock covered by such registration statement, such other outstanding securities may be included in such registration is interfered with by any stop orderstatement and sold without adversely affecting the sale of Securities otherwise included therein. The Purchaser shall select the representative, injunction or other order or requirement if any, of the Commission or other governmental agency or court for any reason, (iii) if the conditions underwriters to closing specified in the purchase agreement or underwriting agreement entered into be engaged in connection with any such registration are not satisfiedregistration, other than as a result subject to the consent of the voluntary termination of such offering by the Holders of Registrable SecuritiesCompany, which shall not unreasonably be withheld or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterdelayed.

Demand Rights. Subject (a) At any time, and from time to time, after the Effective Date, if any Holder (together with its Affiliates) then holds not less than $25 million of Registrable Shares, as determined by reference to the conditions volume weighted average price for such Registrable Shares on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its desire to have some or all of its Registrable Shares registered for sale. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Shares to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Shares as a result provided below, of all of the voluntary termination Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders that are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) without volume or other restrictions or limitations under Rule 144 (or any such successor provision), and (ii) the date on which the Holders consummate the sale of all of the Registrable SecuritiesShares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, or the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (iv90) days of a prior Demand Registration Notice. (b) If a Demanding Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) the Company shall deliver to the registering Holders a copy of Registrable Securities that would otherwise such underwriter’s opinion, which opinion shall be underwritten are required to exclude or withdraw a in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Securities from Shares that may be included in such underwriting pursuant to Section 3.1(bregistration shall be allocated (A) the result of which is gross proceeds first, to the Holders electing to register their Registrable Shares, on a pro rata basis based on the relative number of Registrable Securities Shares then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (B) second, to the other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Shares to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Shares excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject (a) Section 2(a) of the Existing Agreement is hereby amended to provide that in addition to the conditions rights granted therein to GEHOP, Met Sub and the Representative, the RL Partnership may, at any time after the date which is 180 days following the date on which the Effective Time occurs, deliver up to four Registration Requests to the Company, subject to Section 2(b)(i) of this Section 3.1the Existing Agreement as amended hereby. After receipt of a Registration Request, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued file and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant use its best efforts to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file cause to become effective a registration statement under the Securities Act covering with respect to the registration number of Registrable Securities Exchange Shares specified in such request, all within the time and in the manner specified in Section 2 of the Original Agreement. (b) Section 2(a) of the Existing Agreement is hereby amended to replace the term "The Partner", which begins the fifth sentence of such Section 2(a), with anticipated proceeds the term "The Holder." (c) The first paragraph of at least Section 2(b)(i) of the Existing Agreement is hereby amended and restated to read as follows: " (i) $40,000,000 at a share price (subject if the Requesting Holder shall be GEHOP and the Registration Request is not the last to appropriate adjustments in which such Holder is entitled under Section 2(a) and this Section 2(b)(i), or if the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in Requesting Holder shall be the Company’s Certificate of Designation of Series A Convertible Preferred Stock (Representative and the “Series A Certificate of Designation”)Registration Request is made pursuant to Section 2(c) of at least two times Amendment No. 2 to this Agreement, or if the original purchase price per share Requesting Holder shall be the RL Partnership and the Registration Request is made pursuant to Section 3(a) of Amendment No. 3 to this Agreement and is not the Series A Preferred Stock for the Initial Offering first or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of last such request to all Holderswhich the RL Partnership is entitled pursuant to such Section 3(a): 3 4 (A) the number of shares of Eligible Securities to be registered on behalf of each Holder shall be reduced (to zero, and subject if necessary) pro rata according to the limitations number of shares requested to be registered by each Holder; provided, however, that in the case of the first Registration Request made by GQ Owners, any Registration Request made by the RL Partnership pursuant to Section 3(a) of Amendment No. 3 to this Agreement (other than its first or last such Registration Request) and the Registration Request made by the Representative pursuant to Section 2(c) of Amendment No. 2 to this Agreement, if the number of shares of Eligible Securities requested to be registered by GQ Owners, the RL Partnership or the Representative, as the case may be, shall be reduced as a result of this Section 3.12(b)(i) by 20% or more, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities such Requesting Holder shall be limited entitled to a maximum of two (2) demand registrations pursuant request one registration in addition to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a in the case of GQ Owners, the two registration statement with respect thereto has been declared effective for a period requests GQ Owners is entitled to under Section 2(a) of at least one hundred twenty (120) daysthis Agreement, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement in the case of the Commission or other governmental agency or court for any reasonRL Partnership, the four registration requests the RL Partnership is entitled to under Section 3(a) of Amendment No. 3 to this Agreement and (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result case of the voluntary termination Representative, the one registration request the Representative is entitled to under Section 2(c) of such offering by Amendment No. 2 to this Agreement; and (d) The first paragraph of Section 2(b)(ii) of the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required Existing Agreement is hereby amended and restated to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.read as follows: "

Demand Rights. (a) Subject to Section 2.1(b) below, at any time, and from time to time, on or after the conditions of this Section 3.1, if the Company shall receive date on which a written request from the holders of at least seventy-five percent (75%) Holder is first permitted to sell any of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), Shares pursuant to the Agreement and Plan of Merger dated Purchase Agreement, 2009 by and among such Holder shall have the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that right to require the Company to file a registration statement up to three (3) Registration Statements under the Securities Act covering for a Public Offering of all or part of the registration portion of such Holder's Registrable Securities that such Holder is then permitted to sell pursuant to Section 5.2 of the Purchase Agreement, in each case, by delivering written notice thereof to the Company specifying the number of Registrable Securities with anticipated proceeds to be included in such registration and the intended method of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock distribution thereof (the “Series A Certificate "Demand Request"). Thereupon the Company shall prepare and file with the Commission as promptly as practicable following the receipt of Designation”)) of at least two times the original purchase price per share notice of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterDemand Request, then the Company shall, and in any event within ten (10) 60 days of the receipt thereof, give written notice of such request to all Holdersa Registration Statement covering, and subject to the limitations of this Section 3.1, shall use its best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, effect the registration under the Securities Act of all of, (i) the Registrable Securities that included in the Holders request Demand Request, for disposition in accordance with the intended method of disposition stated in the Demand Request and (ii) any other securities as to be registered which the holders thereof have a contractual right to register Common Stock in such a transaction and shall have made a written request received (a "Joining Request") to the Company for registration thereof within ten days (or such other period as may be contractually provided) after notice of such Demand Request, all to the extent necessary to permit the sale or other disposition by such holders (each, a "Seller" and, collectively, the "Sellers") of such Registrable Securities. (b) The Company's obligations pursuant to Section 2.1(a) above are subject to the following limitations and conditions: (i) the Company shall not be obligated to fulfill the requirements or file the Registration Statement referred to therein (A) during any period of time (not to exceed one hundred twenty (120) days in the aggregate with respect to each request) when the Company has determined to proceed with a Public Offering for its own account and, in the good faith judgment of the managing underwriter thereof, the fulfillment of such requirements or such filing would have an adverse effect on such Public Offering, (B) during any period of time (not to exceed sixty (60) days with respect to each request) when the Company is in possession of material information that its board of directors (x) has determined, after advice of U.S. securities counsel, would be required to be disclosed in an offering registered under the Securities Act and (y) reasonably deems is in the Company's best interests not to publicly disclose, or (C) during the 90-day period following the effectiveness of any previous Registration Statement (the periods of time referred to in subclauses (A), (B) and (C) hereof being hereinafter referred to as "Blackout Periods"); provided, that the aggregate period of time during which the Company shall be relieved from its obligation to file such a Registration Statement pursuant to this clause (i) shall in no event exceed ninety (90) consecutive days with respect to each request; provided, further, that, in the case of a Blackout Period pursuant to sub-clause (i)(A) above, the Blackout Period shall earlier terminate upon the completion or abandonment of the relevant Public Offering; provided, further, that in the case of a Blackout Period pursuant to sub-clause (i)(B) above, the Blackout Period shall earlier terminate upon public disclosure by the Company within twenty (20) days or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed without breach of the mailing last sentence of this subsection (b); and provided, further, that in the case of a Blackout Period pursuant to sub-clauses (i)(A), (B) or (C) above, the Company shall furnish to the Holder a certificate of the Company’s notice pursuant 's Chief Executive Officer to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to the effect that an event permitting a maximum of two (2) demand registrations pursuant to this Section 3.1Blackout Period has occurred; provided, provided further, that a registration requested pursuant to this Section 3.1(a) the Company shall not be deemed entitled to have been effected exercise its rights under sub-clause (i)(B) more than three (3) times in any twenty-four (24) month period, and under sub-clause (i)(C) more than one (1) time in any twelve (12)-month period; and provided, further, that if prior to the expiration of any period of time referred to in this clause (i) unless the Holder withdraws its Demand Request, such request shall not be considered a registration statement with respect Demand Request for purposes of this Section 2.1(b) and such Demand Request and any Joining Request related thereto has been declared effective shall be of no further effect; (ii) the Company shall not be required to maintain the effectiveness of a Registration Statement filed pursuant to Section 2.3(a) for a period in excess of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, ; (iii) if the conditions to closing specified minimum aggregate offering price of any such Public Offering, as estimated in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering good faith by the Holders of Registrable Securitiesmanaging underwriter thereof at the time such Demand Request is made, or (iv) if the Holders of Registrable Securities that would otherwise shall be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than at least $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.10 mil-

Demand Rights. (i) Subject to Sections 4.1 and 11.16 below, at any time, and from time to time after the conditions Effective Date, if any of this Pace Sponsor, Pace Governance, the Accel Founders or the Restricted Accel Stockholders (A) (together with each of their respective Affiliates) then holds not less than $10 million of Registrable Shares (as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date) or (B) is subject to Section 3.1(b)(2) of Rule 144 of the Securities Act with respect to such Holder’s Registrable Shares, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its request to have some or all of its Registrable Shares registered for sale (such request, a “Demand Registration”). Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Shares to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement or underwriting agreement entered into case of an S-3 Registration pursuant to Section 2.3(ii)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in connection all material respects with applicable SEC rules providing for the sale by such registration are not satisfiedDemanding Holder, and any other than Holders that elect to register their Registrable Shares as a result provided below, of all of the voluntary termination Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders that are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) without volume or other restrictions or limitations under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable SecuritiesShares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, or the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (iv90) days of a prior Demand Registration Notice. (ii) If a Demanding Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) the Company shall deliver to the registering Holders a copy of Registrable Securities that would otherwise such underwriter’s opinion, which opinion shall be underwritten are required to exclude or withdraw a in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Securities from Shares that may be included in such underwriting pursuant to Section 3.1(bregistration shall be allocated (A) the result of which is gross proceeds first, to the Holders electing to register their Registrable Shares on a pro rata basis based on the relative number of Registrable Securities Shares requested by each such Holder to be included in such Demand Registration; and (B) second, to the other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Shares to be included in such underwritten offering shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Shares excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. (a) Subject to this Section 3(a) and Section 3(d), at any time and from time to time following 180 days after the conditions closing of the IPO and continuing until the expiration of the 48 months after the IPO (the "Demand Period"), Hall may notify the Corporation of his demand for registration pursuant to this Section 3, in which case the provisions of this Section 3.1, if the Company 3 shall receive a written request from the holders of apply. Such demand shall be with respect to at least seventy-five percent $500,000 of Registrable Securities (75%based on the average closing price for the Common Stock on the NASDAQ national market or such U.S. securities exchange to which the Common Stock shall have been admitted to trading during the ten trading days immediately preceding the date of such request). If a demand referred to in the foregoing sentences is not made within the Demand Period, then the provisions of this Section 3 shall have no further force or effect (and Hall shall have no further rights under this Section 3) as of the issued and outstanding shares expiration of Preferred Stock that were issued the Demand Period. (b) No more than one demand may be made under this Section 3. (c) In the event the Corporation's Board of Directors reasonably determines in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) good faith that the Company file filing of a registration statement under would be significantly disadvantageous to the Securities Act covering Corporation, notwithstanding anything to the contrary contained in this Agreement, the Corporation may postpone the preparation and filing of the registration statement for such period (up to 120 days) as the Corporation shall in good faitx xxxx xxxessary. (d) The Corporation also shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3 during the period starting with the date 60 days prior to the Corporation's estimated date of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share securities of the Series A Preferred Stock for Corporation (other than a registration of securities with respect to any employee or directors stock option plan or debt securities), provided that the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to Corporation is actively employing in good faith all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause such registration statement to become effective, as soon as practicable, the ; provided further that such provision shall apply to a shelf registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective Rule 415 only for a period of at least one hundred twenty (120) days, (ii) if 90 days after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftereffectiveness thereof.

Demand Rights. (i) Subject to Sections 4.1 and 11.16 below, at any time, and from time to time after the conditions Effective Date, if any of this Pace Sponsor, Pace Governance, the Accel Founders or the Restricted Accel Stockholders (A) (together with each of their respective Affiliates) then holds not less than $10 million of Registrable Shares (as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date) or (B) is subject to Section 3.1b(2) of Rule 144 of the Securities Act with respect to such Holder’s Registrable Shares, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its request to have some or all of its Registrable Shares registered for sale (such request, a “Demand Registration”). Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Shares to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement or underwriting agreement entered into case of an S-3 Registration pursuant to Section 2.3(ii)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in connection all material respects with applicable SEC rules providing for the sale by such registration are not satisfiedDemanding Holder, and any other than Holders that elect to register their Registrable Shares as a result provided below, of all of the voluntary termination Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders that are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) without volume or other restrictions or limitations under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable SecuritiesShares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, or for a period of 24 months from the date hereof, no Demand Registration may be made pursuant to this Section 2.1(i) unless such Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten offering pursuant to Section 2.1(ii); provided, further, that the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (iv90) days of a prior Demand Registration Notice. (ii) If a Demanding Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) the Company shall deliver to the registering Holders a copy of Registrable Securities that would otherwise such underwriter’s opinion, which opinion shall be underwritten are required to exclude or withdraw a in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Securities from Shares that may be included in such underwriting pursuant to Section 3.1(bregistration shall be allocated (A) the result of which is gross proceeds first, to the Holders electing to register their Registrable Shares on a pro rata basis based on the relative number of Registrable Securities Shares requested by each such Holder to be included in such Demand Registration; and (B) second, to the other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Shares to be included in such underwritten offering shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Shares excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Second Amended and Restated Agreement and Plan of Merger dated November 20, 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.

Demand Rights. Subject to The Company shall, as promptly as possible upon request by the conditions Investor on the first day after (the "Eligible Filing Date") the period ending (i) nine months after the closing of this Section 3.1the Company's initial public offering of its Common Stock under the Act (the "IPO"), if the Company shall receive a written request from has closed the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AIPO on or before March 31, series AA2006, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereaftersix months after the closing of the IPO, then if the Company shallhas closed the IPO after March 31, within ten 2006: (10A) days of prepare and file with the receipt thereofSEC a registration statement on Form S-3 (the "Registration Statement"), give written notice of such request to all Holdersenable, and subject to the limitations of this Section 3.17.3, the resale of the shares of Common Stock issuable upon conversion of the Shares (the "Registrable Shares") held by the Investor from time to time and use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request such Registration Statement to be registered declared effective as promptly as possible after filing, but in any event, within ninety (90) days following the such filing or, in the event of a written request received review of the Registration Statement by the Company SEC, within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysdays following such filing (such date as is applicable the "Required Registration Date"), and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement (subject to Section 6.5(h)), (2) the date on which all Registrable Shares have been sold thereunder or (3) the date on which all of the Registrable Shares can be sold by the Investor pursuant to Rule 144(k) promulgated under the Act (the "REGISTRATION PERIOD"). In the event the Registration Statement cannot be kept effective for such period, the Company shall use best efforts to prepare and file with the SEC and have declared effective as promptly as possible another registration statement on the same terms as the initial Registration Statement and such registration statement shall be considered the Registration Statement for the purposes hereof. In the event that the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for such a registration, and shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3, as promptly as practicable after the first date on which it meets such requirements; (B) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus included in the Registration Statement (the "PROSPECTUS", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement at all times until the end of the Registration Period; (C) furnish to the Investor with respect to the Registrable Shares registered under the Registration Statement such reasonable number of copies of such Registration Statement and any Prospectus in conformity with the requirements of the Act, each amendment and supplement thereto and any documents incorporated by reference therein and such other documents as the Investor may reasonably request in order to facilitate the public sale or other disposition of all or any of the Registrable Shares (and the Company hereby consents to the Investor's use of the Prospectus in such sale or other disposition); (D) use its commercially reasonable efforts to register or qualify the Registrable Shares under such other securities or blue sky laws is such jurisdictions as are specified in writing by the Investor; use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Registration Period and take any other action that may be reasonably necessary to enable the Investor to consummate the disposition in such jurisdiction of the Registrable Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (E) take all such action as is required of it to cause the Registrable Shares to be listed on the national securities exchange or automated quotation system on which the Common Stock is then traded; (F) promptly notify the Investor in writing (i) when the Registration Statement, a Prospectus or any supplement or amendment to either of them has been filed and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has been declared effective and (ii) if after of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or "blue sky" laws or the initiation of any proceedings for that purpose; (G) promptly notify the Investor in writing of the existence of any fact or the happening of any event, during the Registration Period (but not as to the substance of any such fact or event), that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading (PROVIDED, HOWEVER, that no notice by the Company shall be required pursuant to this subsection (g) in the event that the Company either contemporaneously files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Securities Exchange Act of 1934 (the "Exchange Act") report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such material event that results in such Registration Statement no longer containing any such untrue or misleading statements). Any such notification shall be subject to the obligations set forth in Sections 6.5(b) and 6.5(c); (H) furnish to the Investor upon written request, from the date of this Agreement until the end of the Registration Period, one copy of its periodic reports filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (I) cooperate with the Investor to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any Registration Statement, and enable such securities to be in such denominations and registered in such names as the Investor may request and keep available and make available to the Company's transfer agent prior to the effectiveness of such registration statement has become effectivea supply of such certificates; (J) provide a transfer agent and registrar for all Registrable Shares registered hereunder and provide a CUSIP number for the Registrable Shares included in any Registration Statement not later than the effective date of such Registration Statement; (K) cooperate with the Investor and its counsel in connection with any filings required to be made with the National Association of Securities Dealers, such registration is interfered Inc.; (L) promptly file all documents required to be filed with by any stop orderthe SEC pursuant to Sections 13(a), injunction 13(c), 14 or other order or requirement 15(d) of the Commission Exchange Act; (M) following the effectiveness of such Registration Statement, notify the Investor promptly of any request by the SEC for the amending or other governmental agency supplementing of such Registration Statement or court Prospectus or for additional information; (N) prepare and file with the SEC promptly any reasonamendments or supplements to such Registration Statement or Prospectus which, in the reasonable opinion of counsel for the Company, is required in connection with the distribution of the Registrable Shares; (iiiO) if the conditions Investor intends to closing specified distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section, and the underwriter will be selected by the Investor and shall be subject to the approval of the Company, which approval shall be in the purchase agreement reasonable discretion of the Company, and the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. The Investor shall also enter into and perform its obligations under such an agreement; (P) obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters and obtain a customary opinion of legal counsel for the Company, as the Investor may reasonably request; (Q) Make available for inspection by the Investor, any managing underwriter participating in any disposition pursuant to such registration statement, and any attorney or underwriting agreement entered into accountant or other agent retained by any such underwriter or selected by the Investor , all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers, directors, employees and independent accounts to supply all information reasonably requested by the Investor, underwriter, attorney, accountant or agent in connection with such registration are not satisfiedstatement; (R) advise the Investor, other than as a result promptly after the Company shall receive notice or obtain knowledge thereof, of the voluntary termination issuance of any stop order by the SEC suspending the effectiveness of such offering by Registration Statement or the Holders initiation or threatening of Registrable Securities, any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (ivS) if bear all expenses in connection with the Holders procedures described in paragraphs (a) through (r) of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to this Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from 6.1 and the registration of less the Registrable Shares pursuant to the Registration Statement other than $40,000,000 fees and expenses, if any, of legal counsel or other advisers to the Initial Offering Investor or $10,000,000 underwriting discounts, brokerage fees and commissions incurred by the Investor, if a public offering thereafterany.

Demand Rights. Subject to the conditions of this Section 3.1, if If the Company shall receive at any time after April ------------- 11, 1996, a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding any Holder or Holders who own more than 50,000 shares of Newco Series A, B or C Preferred Stock that were issued or Common Stock in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) aggregate that the Company file effect a registration statement under on Form S-3 and any related qualification or compliance with respect to all or a part of the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least such Holder or Holders, the Company will: (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, promptly give written notice of such request the proposed registration, and any related qualification or compliance, to all other Holders, and subject to the limitations of this Section 3.1, ; and (ii) use its best efforts to file, and commercially reasonable efforts to cause to become effectiveeffect, as soon as practicable, such registration, qualification or compliance on Form S-3 as may be so requested and as would permit or facilitate the sale and distribution of all the Registrable Securities of all Holders, other than those Holders who have specified in a written request given within 20 days after receipt of the written notice of the registration from the Company (the "Non-participating Holders") not to be included in the registration; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.2: (A) if Form S-3 is not available for such offering by the Holders; provided, however, that if Form S-3 is unavailable, the Company will use its best efforts to effect the registration under the Securities 1933 Act of all Registrable Securities that on any other form which is available as soon as practicable (subject to the limitation provided in Section 1.2(c) hereof); or (B) if the Company shall furnish to the Holders request to be registered in a written request received certificate signed by the Company within twenty (20) days president of the mailing Company stating that in the good faith judgment of the Board of Directors of the Company’s notice pursuant , it would be seriously detrimental to this Section 3.1(a). The holders the Company and its stockholders for such registration on Form S-3 or on any other available form to be effected at such time, in which event the Company shall have the right to defer the filing of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a the registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if not more than 90 days after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement receipt of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result request of the voluntary termination of such offering by Holder or Holders under this Section 1.2; provided, however, that the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less Company shall not utilize this right more than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafteronce in any twelve month period.

Demand Rights. Subject (a) At any time, and from time to time, after the expiration of any lock-up to which the Registrable Securities are subject, if any Holder (together with its Affiliates) then holds not less than $[●] million3 of Registrable Securities, as determined by reference to the conditions volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date, then such Holder (the “Demanding Holder”), or group of this Section 3.1Demanding Holders, as the case may be, may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its, or their, desire to have some or all of its, or their, Registrable Securities registered for sale. Each Demand Registration Notice shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof including pursuant to an underwritten public offering. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused such Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration Statement that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) calendar days (or thirty (30) calendar days in the case of an S-3 Registration Statement pursuant to Section 3.1(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, or group of Demanding Holders, and any other Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use reasonable best efforts to cause the Demand Registration Statement to be declared effective by the SEC upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) business days before the anticipated filing date), and such notice shall offer to such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) business days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earliest of (i) the Holders cease to hold any Registrable Securities, (ii) the date on which all of the Registrable Securities held by the Holders that are registered for resale under any such Demand Registration Statement may be sold without restriction under Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) with no volume or other governmental agency restrictions or court for any reason, limitations that may be applicable to affiliates under Rule 144 and (iii) the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under any such Demand Registration Statement. 3 NTD: To be agreed at Closing. (b) If a Demanding Holder intends to distribute the Registrable Securities covered by the Demand Registration Notice by means of an underwritten offering with an estimated market value of at least $[●]4 million (the “Underwritten Demand Registration”), it shall so advise the Company as a part of the Demand Registration Notice. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the holders initiating the Demand Registration Statement, and subject to the approval of the Company. Notwithstanding any other provision of this Section 2.1, if the conditions to closing specified underwriter advises the Company that in the purchase agreement or underwriting agreement entered into in connection with opinion of such registration are not satisfiedunderwriter, other than as a result the distribution of all of the voluntary termination Registrable Securities requested to be registered would materially and adversely affect the distribution of such offering by all of the Holders of Registrable Securitiessecurities to be underwritten, or (iv) if then the Holders number of Registrable Securities that would otherwise may be underwritten are required included in such registration shall be allocated (A) first, to exclude or withdraw the Holders electing to register their Registrable Securities, on a pro rata basis based on the relative number of Registrable Securities from then held by each such underwriting pursuant Holder; provided that any such amount thereby allocated to Section 3.1(beach such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (B) the result of which is gross proceeds second, to the Holders other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive Holders may make a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange demand for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”); provided, however, that (i) the Company shall not be obligated to effect more than one Demand Registration for Holders in any twelve month period, and (ii) the number of Registrable Securities proposed to be sold by the Holders request making such written demand either (x) shall be all the Registrable Securities owned by all Holders of all Registrable Securities, (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $2,000,000 or (z) shall be not less than 266,100 shares of Common Stock. The Company shall file any registration statement required by this Section 3.1(a) (a “Demand Registration Statement”) with the Commission within thirty (30) days of receipt of the requisite Holder demand and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be registered in a written request received declared effective by the Commission as soon as practicable thereafter. The Company within shall give written notice of the proposed filing of the Demand Registration Statement to the Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of the mailing shares of the Company’s notice pursuant to this Section 3.1(a)Registrable Securities as each such Holder may request. The holders of Senior Registrable Securities Company shall be limited use its commercially reasonable efforts to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared keep each such Demand Registration Statement continuously effective for a period of at least forty five (45) days, unless the offering pursuant to the Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to one hundred twenty (120) days (such period, in each case, to be extended by the number of days, (ii) if after a registration statement has become effectiveany, such registration is interfered with during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any stop orderDemand Registration Statement additional shares of Common Stock to be issued by the Company, injunction or other order or requirement of the Commission or other governmental agency or court for any reasonsubject, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfiedcase of an underwritten secondary Demand Registration, other than as a result of the voluntary termination of such offering to cutback by the Holders of Registrable Securities, or (ivmanaging underwriters. A registration shall not constitute a Demand Registration under this Section 3.1(a) if until the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterDemand Registration Statement has been declared effective.

Demand Rights. Subject The Company agrees that, upon written request given to the conditions Company at any time on or after the first anniversary of this Section 3.1the effective date of the Registration Statement and expiring at 5:00 p.m., Houston, Texas time, on the fifth anniversary of the effective date of the Registration Statement, from the holder or holders of not less than 51% of the shares of Common Stock subject to the then outstanding Warrants and Common Stock acquired upon exercise of the Warrants and not resold (excluding Warrants and Warrant Shares, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aany, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 held by and among the Company, REG and REG Merger Subany affiliate, Inc. (director, officer, or employee of the “Initiating Holders”) that Company), it will, within 45 days after receipt of such notice, promptly prepare, file and diligently prosecute to effectiveness, an appropriate filing with the Company file Commission of a registration statement covering all of such shares under the Securities Act covering Acts, and the appropriate registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in statements or applications under the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice securities laws of such request to all Holdersstates as such holders, in their discretion, will determine, and subject to the limitations of this Section 3.1, will use its best efforts to file, have such registration statement and commercially reasonable efforts to cause to become effective, as soon as practicable, application (including both the registration under the Securities Act of all Registrable Securities that Acts and the Holders request to be registered in a written request received by registration or application made under the Company within twenty (20various state securities laws) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective as soon as practicable after the filing thereof and to remain effective and current for a period of at least one hundred twenty 180 days (120exclusive of any period during which the prospectus included therein does not meet the requirements of the Acts) daysand will take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of such shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over-the-counter market or on any national securities exchange on which the Common Stock is then listed. At least 15 days prior to such filing, (ii) if after a the Company will give written notice of such proposed filing to each registered holder of any of the Warrants at the holders' addresses appearing on the records of the Company and to each registered holder of Common Stock purchased from the exercise of any Warrants at such holder's address appearing on the Company records, and will offer to include in such registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination proposed distribution of such offering Common Stock held or to be held by each such registered holder; provided, however, that except as provided in paragraph 7.5, the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from Company need not effect the registration of less than $40,000,000 if the Initial Offering sale or $10,000,000 if a public offering thereafterdistribution of Common Stock purchased upon exercise of Warrants under this paragraph 7.1 more 1. Notwithstanding the foregoing, the rights of the holders of the Warrants and the Warrant Shares acquired upon exercise of the Warrants under this paragraph 7.1 shall expire at such time as each registered holder of the Warrants and the Warrant Shares shall have received from counsel to the Company, which counsel must be reasonably acceptable to Capital West, an unqualified written legal opinion, which opinion must be reasonably satisfactory to Capital West and its counsel, that all such holders have the unqualified right under all applicable securities laws to immediately and at any time after the date of such opinion freely trade and sell, without any restrictions or limitations under any applicable securities laws, all of the Warrant Shares then held and purchasable upon the exercise of the Warrants by all such holders.

Demand Rights. Subject Upon written notice to the conditions of this Section 3.1, if Company (the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”"Registration Demand"), pursuant to at any time within the Agreement and Plan of Merger dated three (3) year(s) period following the Effective Date hereof, 2009 by and among but not earlier than 90 days after the Companydate the IPO closes, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least given (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering by Palomar or (ii) $10,000,000 for a public offering thereafterby at least two persons to whom the Shares have been transferred from Palomar (the "Shareholders") that such persons contemplate the sale or transfer of all or part of the Shares under circumstances that may require registration of such shares under the Act, then the Company shall, within at its own expense, as promptly as possible after receipt of such Registration Demand, file with the SEC a registration statement pursuant to Section 5 of the Act on the appropriate registration form, with respect to the offer and sale (or other disposition) of the Shares for which the Company shall have received such Registration Demand. Within ten (10) days after receiving the Registration Demand, the Company shall notify all the Shareholders and advise them that the Company is proceeding with the filing of a registration statement (or notification) and the Company shall offer to include for registration under such registration statement (or notification) the Shares of those other Shareholders. The Company shall not be obligated to register the Shares of any such Shareholder unless such other Shareholder accepts the Company's offer of registration in writing within fifteen (15) days after such offer is made. The Company shall take all action necessary to file such registration statement and cause it to become effective within ninety (90) days of receipt of said Registration Demand. In the event the registration statement is not effective within said ninety (90) days for any reason whatsoever except for any action of or any failure to act of Palomar, its officers, directors or agents, then the Company shall make cash payments to Palomar and said Shareholders participating in such registration statement, if any, for the number of shares for which Palomar and the Shareholders have requested registration, in an amount equal to two percent (2%) per month multiplied by the original initial public offering such price of the stock to be included in the original registration statement, payable monthly in advance. The first such payment shall be due and payable on the ninety-first (91st) day after receipt thereof, give written notice by the Company of such request to all Holders, the Registration Demand and monthly thereafter until the registration statement is effective. The Warrant Shares shall not be subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, payments described in the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a)preceding sentence. The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) % payment shall not be deemed required to have been effected (i) unless be paid during any period on or after the 90th day following the Registration Demand, if the failure of the registration to become effective is due to a Force Majeure Event. For purposes of this Agreement, a "Force Majeure Event" shall include strikes, lockouts, fire or other casualty, natural disaster, civil disturbance, war, act of terrorism, government shutdown, or any similar event. Except as provided below, the cost of such registration statement with respect thereto has been declared effective (including any attorneys' fees, accounting fees and underwriters' fees) shall be borne solely by the Shareholders whose Shares are registered, on a pro rata basis in proportion to the Shares owned by each Shareholder, if the Company elects not to offer any Shares pursuant to the registration statement or notification; provided that if the Company includes any of its Shares in such registration statement or notification, the Company shall pay all costs of such registration other than the underwriter's discount. If only the Shares of the Shareholders are included in such notification or registration statement, no Shares of the Company shall be registered for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement 90 days following the date offering of the Commission or other governmental agency or court for any reason, (iiiShares is completed. The Warrant Shares shall be subject to registration under this Paragraph 1(b) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds only to the Holders of Registrable Securities from extent the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterWarrant has been exercised.

Demand Rights. Subject to At any time after the conditions expiration of this Section 3.1the Lockup Period, Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company shall receive Shares, (each such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make a written request from (a “Demand Notice”) to the holders Company for Registration of at least seventy-five percent (75%) all or part of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least held by the Demand Party (i) $40,000,000 at on Form S-1 (a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of DesignationLong-Form Registration”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for on Form S-3 (a public offering thereafter, then “Short-Form Registration”) if the Company shallqualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, within ten (10) days a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that held by the Holders request Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a written request received by Demand Notice from Investor Holdco, the Company within twenty (20) days aggregate amount of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement include Registrable Securities from each member of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with ABS Control Group on a pro rata basis based on each such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders member’s beneficial ownership of Registrable Securities, or (iv) if the Holders unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant in accordance with Section 2.03. Subject to Section 3.1(b3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the result Securities Act and (y) the “Blue Sky” or securities laws of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 such jurisdictions as any Participating Holder or any underwriter, if the Initial Offering or $10,000,000 if a public offering thereafterany, reasonably requests.

Demand Rights. Subject to (i) From and after the conditions first anniversary of this Section 3.1, if the Closing (unless the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aconsents to an earlier date, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”such consent not be unreasonably withheld), pursuant Purchaser has the right, on four occasions, to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that require the Company to file a registration statement on Form S-1, S-2 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterRegistrable Shares, then by delivering to the Company shallwritten notice, within ten (10) days with a copy to St. Xxxx, stating that such right is being exercised, naming, if applicable, the members of the Purchaser Group whose Registrable Shares are to be included in such registration (collectively, the "Demanding Shareholders"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"); provided that, from and after the fifth anniversary of the Closing, Purchaser has the right to two additional Demand Requests if on such date Purchaser is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt thereofof a Demand Request, give written notice the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of its Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 3(a)(i) are subject to the other provisions of this Agreement. (ii) The Company's obligations pursuant to Section 3(a)(i) above are subject to the following conditions: (A) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such request Demand Request; (B) the Company is not obligated to all Holdersfulfill a Demand Request unless the Demand Request is for such number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request, and provided that the last Demand Request (as specified in Section 3(a)(i) of this Agreement) will not be subject to the limitations of this Section 3.13(a)(ii)(B); (C) the Company shall, use best if requested by Purchaser, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to filesuch registration, at such times and commercially reasonable efforts in such manner as Purchaser may reasonably request; (D) the Company is not obligated to cause fulfill the requirements herein with regard to become effective, as soon as practicable, any registration relating to a Demand Request: (1) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of all Registrable Securities a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an adverse effect on the offering, (2) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Holders request Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be registered materially injurious to the Company, or (3) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its capital securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the requested registration may not proceed concurrently without violating Regulation M under the Exchange Act; (E) the Company is not required to maintain the effectiveness of a written request received registration statement filed pursuant to Section 3(a)(i) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 3(f); provided, however, that, from and after the third anniversary of the Closing and receipt thereafter by the Company within twenty of written instructions from Purchaser to such effect, in the case of any registration of Registrable Shares on Form S-3 or F-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (201) days includes any prospectus required by Section 10(a) of the mailing Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (1) and (2) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Company’s notice Exchange Act in the registration statement and provided further that Purchaser shall give the Company written notice, with a copy to St. Xxxx, at least ten business days prior to the beginning of any fiscal quarter in which Purchaser intends to attempt to sell, transfer or otherwise distribute any Common Shares pursuant to this Section 3.1(a). The holders subsection (E) which are offered on a continuous or delayed basis, which notice shall specify the aggregate number of Senior Registrable Securities shall be limited Common Shares Purchaser intends to a maximum attempt to sell, transfer or dispose of two in such fiscal quarter: (2F) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) and shall not be deemed required to have been effected (i) unless a file or maintain any registration statement with respect thereto has been declared effective that permits a delayed or continuous offering to be made for a period of at least one hundred twenty (120) more than 30 consecutive days, (ii) if which period shall be tolled during any period in which the Company invokes its rights under Section 3(f), after a such registration statement has become becomes effective, such registration is interfered with by ; (G) any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any public offering pursuant to this Section 3 shall contain a provision pursuant to which the managing underwriter of any such registration are not satisfied, public offering shall agree to use its reasonable best efforts to avoid selling Registrable Shares to any one person or group of related persons (other than another dealer acting as an underwriter or member of any selling group in connection with such public offering) if, as a result of such sale, any person would beneficially or of record own directly or indirectly through a foreign corporation, or constructively under applicable rules contained in the voluntary termination Internal Revenue Code of 1986, as amended (the "Code"), more than 9.9% of the Voting Securities; and (H) Purchaser is entitled to designate any one or more lawful methods of distribution permitted pursuant to the registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 3(a), and Purchaser will sell its Registrable Shares included in the registration in the designated methods (and, in the case of any underwriting, on the same terms and conditions as the Company and any other selling shareholder); the intended methods of distribution shall be indicated in the Demand Request and shall be finally determined prior to filing the registration statement. In any distribution pursuant to a Demand Request involving an underwriter, Purchaser is entitled to select any nationally recognized investment banking firm to act as underwriter, provided that with respect to any Demand Requests and piggy-back registrations for which the Company bears the costs and expenses pursuant to Section 3(g), such offering selection of an underwriter by Purchaser is subject to the consent of the Company, such consent not to be unreasonably withheld. (iii) Subject to Section 3(c), the Company may elect to include in any registration statement filed pursuant to this Section 3(a) any Common Shares to be issued by it or held by any of its Subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of, any underwriting agreement or distribution arrangements entered into or effected by the Holders of Registrable Securities, or Demanding Shareholders. (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or Purchaser may withdraw a number of Registrable Securities from such underwriting Demand Request at any time. A Demand Request withdrawn pursuant to this Section 3.1(b3(a)(iv) is deemed not to have been made for purposes of Section 3(a) and is of no further effect if and only if Purchaser pays or reimburses the result of which is gross proceeds to Company for all expenses and costs incurred by the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterCompany in connection with such Demand Request.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive Holders may make a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange demand for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of resales of all or part of the Registrable Securities (a “Demand Registration”); provided, however, that (i) the Company shall not be obligated to effect more than two (2) Demand Registrations for Holders request in any twelve month period, and (ii) the number of Registrable Securities proposed to be registered in a written request received sold by the Holder(s) making such written demand either (x) shall be all the Registrable Securities owned by, or that may be issued upon exchange of Redeemable LLC Units to, such Holders, or (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $2,000,000 or (z) shall not be less than 50,000 shares of Common Stock. The Company shall file any registration statement required by this Section 3.1(a), which registration statement shall comply as to form in all material respects with applicable Commission rules providing for the sale by the Holder(s) of such Registrable Securities (a “Demand Registration Statement”), with the Commission within thirty (30) days after receipt of the requisite Holder demand and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of the mailing shares of the Company’s notice pursuant to this Section 3.1(a)Registrable Securities as each such Holder may request. The holders of Senior Registrable Securities Company shall be limited use its commercially reasonable efforts to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared keep each such Demand Registration Statement continuously effective for a period of at least one hundred twenty eighty (120180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof); provided that in no case shall the Company be obligated to maintain the effectiveness of any Demand Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company; provided, however, that the inclusion of such additional shares will not adversely affect the marketability of the offering and, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 3.1(a): (i) unless and until the Demand Registration Statement has been declared effective or (ii) if after a registration statement has become effectivethe Demand Registration Statement is suspended for more than ninety (90) days at any one time. Notwithstanding any provision of this Section 3.1(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement, along with Registrable Securities that Holders have requested to be included in such registration is interfered Demand Registration Statement in accordance with by this Section 3.1(a), any stop order, injunction or other order all additional Registrable Securities that are outstanding or requirement issuable upon exchange of the Commission or other governmental agency or court for any reason, Redeemable LLC Units (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of additional Registrable Securities, the “Additional Demand Securities”); provided, however, that if the Company elects to register any Additional Demand Securities in any Demand Registration Statement, the Company shall use its commercially reasonable efforts to keep such Demand Registration Statement continuously effective for the longer of (A) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof) or (ivB) if the Holders of until all Registrable Securities covered thereby cease to be Registrable Securities; provided, further, that would otherwise in no case shall the Company be underwritten are required obligated to exclude or withdraw a number maintain the effectiveness of any such Demand Registration Statement once all the Registrable Securities from such underwriting pursuant covered thereby cease to Section 3.1(b) the result of which is gross proceeds to the Holders of be Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterSecurities.

Demand Rights. Subject (i) At any time after the second (2nd) anniversary of the date of this Agreement, the Two-Thirds Interest on such date, may require that the Company register under the Securities Act all or a portion of their Securityholder Shares for sale in the manner specified in such notice. Notwithstanding anything to the conditions of contrary contained herein, (A) no request may be made under this Section 3.18(b) within one hundred and twenty (120) days after the effective date of (I) the IPO or (II) a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Securityholder Shares shall have been entitled to join pursuant to Section 8(c) or (d) hereof and in which there shall have been effectively registered at least fifty percent (50%) of the total Securityholder Shares as to which registration shall have been so requested and (B) if the demand under this Section shall relate to an IPO in which the net proceeds (the is gross proceeds to the Company as a result of such offering less the applicable underwriting discounts and commissions) equals or exceeds Twenty-Five Million Dollars ($25,000,000) and the pre-offering valuation for the Company's common equity equals or exceeds One Hundred Million Dollars ($100,000,000). (ii) Following receipt of any notice of demand under this Section 8(b), if the Company shall receive a immediately notify all record holders of the Securityholder Shares from whom notice has not been received of their rights to participate in the underwritten public offering and, upon the written request from such holders within thirty (30) days after the giving of such notice by the Company, shall include all Securityholder Shares held by such holders in the underwritten public offering. (iii) The holders of a majority of the Securityholder Shares to be sold in the underwritten public offering may designate the managing underwriter of such offering. (iv) The Company shall be obligated to register Securityholder Shares pursuant to this Section 8(b) on not more than two (2) separate occasions, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least seventy-five percent (75%) of the issued and outstanding total Securityholder Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares of Preferred Stock that were issued shall have been sold pursuant thereto. Notwithstanding anything in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant this Section 8(b) to the Agreement and Plan of Merger dated contrary, 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a shall be entitled, upon the written advice of the managing underwriters, to reduce the number of Securities to be offered in any such public offering, pro rata in accordance with the ownership interest of each holder of Securityholder Shares to be included in the offering. (v) The Company shall be entitled to include in any registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject referred to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the 8(b) Securities Act of all Registrable Securities that the Holders request to be registered in a written request received sold by the Company within twenty (20) days for its own account, except as and to the extent that, in the opinion of the mailing managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Company’s Securityholder Shares to be sold. The Company will not file with the Commission any other registration statement with respect to its Securities, whether for its own account or for that of other Securityholders, from the date of receipt of a notice from requesting holders pursuant to this Section 3.1(a). The holders 8(b) until the completion of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a the period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement distribution of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftercontemplated thereby.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive Holders may make a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange demand for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of resales of all or part of the Registrable Securities (a “Demand Registration”); provided, however, that (i) the Company shall not be obligated to effect more than two (2) Demand Registrations for Holders request in any twelve month period, and (ii) the number of Registrable Securities proposed to be registered in a written request received sold by the Holder(s) making such written demand either (A) shall be all the Registrable Securities owned by, or that may be issued upon exchange of Class A Units owned by, such Holder(s), or (B) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $5,000,000 or (C) shall not be less than 200,000 shares of Common Stock. Subject to the provisions of Section 2.4 hereof, the Company shall file any Registration Statement required by this Section 2.2(a), which Registration Statement shall comply as to form in all material respects with applicable Commission rules providing for the sale by the Holder(s) of such Registrable Securities (a “Resale Registration Statement”), with the Commission within forty-five (45) days after receipt of the requisite Holder demand and shall use its commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Resale Registration Statement to all Holders as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities as each such Holder may request. Subject to the provisions of Section 2.4 hereof, the Company shall be limited use its commercially reasonable efforts to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared keep each such Resale Registration Statement continuously effective for a period of at least one hundred twenty eighty (120180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Resale Registration Statement by reason of Section 2.4 hereof); provided, however, that in no case shall the Company be obligated to maintain the effectiveness of any Resale Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. The Company may elect to include in any Resale Registration Statement additional shares of Common Stock to be issued by the Company if the Company reasonably believes that inclusion of such additional shares will not adversely affect the marketability of the offering and subject, in the case of an Underwritten Offering, to cutback by the managing underwriters for the offering, if applicable. A registration shall not constitute a Demand Registration under this Section 2.2(a): (i) unless and until the Resale Registration Statement has been declared effective; or (ii) if after a registration statement has become effectivethe Resale Registration Statement is suspended for more than ninety (90) days at any one time. Notwithstanding any provision of this Section 2.2(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Resale Registration Statement, along with Registrable Securities that Holders have requested to be included in such registration is interfered Resale Registration Statement in accordance with by this Section 2.2(a), any stop order, injunction or other order all additional Registrable Securities that are outstanding or requirement issuable upon exchange of the Commission or other governmental agency or court for any reason, Class A Units (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of additional Registrable Securities, the “Additional Demand Securities”); provided, however, that if the Company elects to register any Additional Demand Securities in any Resale Registration Statement, the Company shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective for the longer of (i) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Resale Registration Statement by reason of Section 2.4 hereof) or (ivii) if the Holders of until all Registrable Securities covered thereby cease to be Registrable Securities; provided, further, that would otherwise in no case shall the Company be underwritten are required obligated to exclude maintain the effectiveness of any such Resale Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. Notwithstanding any provision of this Section 2.2(a) to the contrary, the Company shall have the option, in its sole discretion and prior to receiving a notice for Demand Registration from any Holder, to register any or withdraw a all Registrable Securities in any Resale Registration Statement; provided, however, that the Company shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective for the longer of (i) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Resale Registration Statement by reason of Section 2.4 hereof) or (ii) until all Registrable Securities from covered thereby cease to be Registrable Securities; provided, further, that in no case shall the Company be obligated to maintain the effectiveness of any such underwriting pursuant to Section 3.1(b) Resale Registration Statement once all the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftercovered thereby cease to be Registrable Securities.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company (a) If Aladdin Holdings shall receive a written request from the holders of at least seventyStockholders holding twenty-five percent (7525%) percent of the issued and outstanding shares of Preferred Aladdin Holdings Common Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), payable to the Stockholders pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. Section 1.4 above (the “"Initiating Holders”Stockholders") that the Company Aladdin Holdings file a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterAladdin Holdings Common Stock, then the Company shall, within ten (10) 30 days of the receipt thereof, give written notice of such request to all HoldersStockholders, and subject to the limitations of this Section 3.1Section, use its best efforts to file, and commercially reasonable efforts to cause to become effectiveeffect, as soon as practicable, the registration under the Securities Act of all Registrable Securities the Aladdin Holdings Common Stock received by the Stockholders hereunder that the Holders Stockholders request to be registered in registered. The Demand Rights granted hereunder may be exercised no more than three (3) times. (b) Aladdin Holdings shall not be required to effect a written request received by registration pursuant to this Section: (i) prior to the Company within twenty one hundred eighty (20180) days of after the mailing of the Company’s notice Closing; or (ii) after Aladdin Holdings has effected one (1) registration pursuant to this Section 3.1(a). The holders of Senior Registrable Securities and such registration has been declared or ordered effective; or (iii) if Aladdin Holdings shall be limited furnish to Stockholders requesting a maximum of two (2) demand registrations registration statement pursuant to this Section 3.1Section, provided a certificate signed by the Chairman of the Board stating that a registration requested pursuant in good faith judgment of the Board of Directors of Aladdin Holdings, it would be seriously detrimental to this Section 3.1(a) shall not be deemed to have been effected (i) unless a Aladdin Holdings and its shareholders for such registration statement with respect thereto has been declared effective to be effected at such time, in which event Aladdin Holdings shall have the right to defer such filing for a period of at least not more than one hundred twenty eighty (120180) days, (ii) if days after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement receipt of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result request of the voluntary termination of Initiating Stockholders; provided that such offering right to delay a request shall be exercised by the Holders of Registrable Securities, or Company not more than once in any twelve (iv12) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftermonth period.

Demand Rights. (a) Subject to Section 2.1(b) below, at any time, and from time to time, on or after the conditions of this Section 3.1, if the Company shall receive date on which a written request from the holders of at least seventy-five percent (75%) Holder is first permitted to sell any of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), Shares pursuant to the Agreement and Plan of Merger dated Purchase Agreement, 2009 by and among such Holder shall have the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that right to require the Company to file a registration statement up to three (3) Registration Statements under the Securities Act covering for a Public Offering of all or part of the registration portion of such Holder's Registrable Securities that such Holder is then permitted to sell pursuant to Section 5.2 of the Purchase Agreement, in each case, by delivering written notice thereof to the Company specifying the number of Registrable Securities with anticipated proceeds to be included in such registration and the intended method of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock distribution thereof (the “Series A Certificate "Demand Request"). Thereupon the Company shall prepare and file with the Commission as promptly as practicable following the receipt of Designation”)) of at least two times the original purchase price per share notice of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterDemand Request, then the Company shall, and in any event within ten (10) 60 days of the receipt thereof, give written notice of such request to all Holdersa Registration Statement covering, and subject to the limitations of this Section 3.1, shall use its best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, effect the registration under the Securities Act of all of, (i) the Registrable Securities that included in the Holders request Demand Request, for disposition in accordance with the intended method of disposition stated in the Demand Request and (ii) any other securities as to be registered which the holders thereof have a contractual right to register Common Stock in such a transaction and shall have made a written request received (a "Joining Request") to the Company for registration thereof within ten days (or such other period as may be contractually provided) after notice of such Demand Request, all to the extent necessary to permit the sale or other disposition by such holders (each, a "Seller" and, collectively, the "Sellers") of such Registrable Securities. (b) The Company's obligations pursuant to Section 2.1(a) above are subject to the following limitations and conditions: (i) the Company shall not be obligated to fulfill the requirements or file the Registration Statement referred to therein (A) during any period of time (not to exceed one hundred twenty (120) days in the aggregate with respect to each request) when the Company has determined to proceed with a Public Offering for its own account and, in the good faith judgment of the managing underwriter thereof, the fulfillment of such requirements or such filing would have an adverse effect on such Public Offering, (B) during any period of time (not to exceed sixty (60) days with respect to each request) when the Company is in possession of material information that its board of directors (x) has determined, after advice of U.S. securities counsel, would be required to be disclosed in an offering registered under the Securities Act and (y) reasonably deems is in the Company's best interests not to publicly disclose, or (C) during the 90-day period following the effectiveness of any previous Registration Statement (the periods of time referred to in subclauses (A), (B) and (C) hereof being hereinafter referred to as "Blackout Periods"); provided, that the aggregate period of time during which the Company shall be relieved from its obligation to file such a Registration Statement pursuant to this clause (i) shall in no event exceed ninety (90) consecutive days with respect to each request; provided, further, that, in the case of a Blackout Period pursuant to sub- clause (i)(A) above, the Blackout Period shall earlier terminate upon the completion or abandonment of the relevant Public Offering; provided, further, that in the case of a Blackout Period pursuant to sub-clause (i)(B) above, the Blackout Period shall earlier terminate upon public disclosure by the Company within twenty (20) days or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed without breach of the mailing last sentence of this subsection (b); and provided, further, that in the case of a Blackout Period pursuant to sub-clauses (i)(A), (B) or (C) above, the Company shall furnish to the Holder a certificate of the Company’s notice pursuant 's Chief Executive Officer to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to the effect that an event permitting a maximum of two (2) demand registrations pursuant to this Section 3.1Blackout Period has occurred; provided, provided further, that a registration requested pursuant to this Section 3.1(a) the Company shall not be deemed entitled to have been effected exercise its rights under sub-clause (i)(B) more than three (3) times in any twenty-four (24) month period, and under sub-clause (i)(C) more than one (1) time in any twelve (12)-month period; and provided, further, that if prior to the expiration of any period of time referred to in this clause (i) unless the Holder withdraws its Demand Request, such request shall not be considered a registration statement with respect Demand Request for purposes of this Section 2.1(b) and such Demand Request and any Joining Request related thereto has been declared effective shall be of no further effect; (ii) the Company shall not be required to maintain the effectiveness of a Registration Statement filed pursuant to Section 2.3(a) for a period in excess of at least one hundred twenty (120) days; (iii) the minimum aggregate offering price of any such Public Offering, as estimated in good faith by the managing underwriter thereof at the time such Demand Request is made, shall be at least $10 million; provided, however that the limitation and condition contained in this clause (iii) to Section 2.1(b) shall not be applicable to a Demand Request to register all of the Registrable Securities issued to Infineon pursuant to the Purchase Agreement; and (iv) the number of shares of Common Stock to be sold in any such Public Offering shall not exceed the maximum number which the managing underwriter thereof considers in good faith to be appropriate based on market conditions and other relevant factors, including pricing, the identity of the holders selling Shares and the proportion of Shares being sold by the Company and by such holders (the "Maximum Number"). (c) Subject to Section 2.3, the Company may elect to include in any Registration Statement filed pursuant to this Section 2.1 any treasury shares or authorized but unissued shares of Common Stock; provided that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of any underwriting agreement or arrangements entered into by the Holders making the Demand Request. (d) A request by a Holder that the Company file a Registration Statement shall not be considered a Demand Request if the Registration Statement relating thereto does not become effective. (e) All registration rights granted under this Section 2.1 shall terminate and be of no further force and effect on the earlier of (i) the date on which the Holders no longer hold Registrable Securities, and (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering date on which all Registrable Securities held by the Holders of Registrable Securities, or may be sold under Rule 144(k) during any single ninety (iv90) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterday period.

Demand Rights. Subject (a) At any time, and from time to time, after the expiration of any lock-up to which the Registrable Securities are subject, if any Holder (together with its Affiliates) then holds not less than $25.0 million of Registrable Securities, as determined by reference to the conditions volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date, then such Holder (the “Demanding Holder”), or group of this Section 3.1Demanding Holders, as the case may be, may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its, or their, desire to have some or all of its, or their, Registrable Securities registered for sale. Each Demand Registration Notice shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof including pursuant to an underwritten public offering. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused such Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration Statement that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration Statement pursuant to Section 3.1(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, or group of Demanding Holders, and any other governmental agency Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 6.1 and 7.2 hereof) to use reasonable best efforts to cause the Demand Registration Statement to be declared effective by the SEC upon, or court as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer to such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 6.1 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earliest of (i) the Holders cease to hold any reasonRegistrable Securities, (iiiii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result date on which all of the voluntary termination of such offering Registrable Securities held by the Holders that are registered for resale under any such Demand Registration Statement may be sold without restriction under Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) with no volume or other restrictions or limitations that may be applicable to affiliates under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable SecuritiesSecurities registered for resale under any such Demand Registration Statement. (b) If a Demanding Holder intends to distribute the Registrable Securities covered by the Demand Registration Notice by means of an underwritten offering with an estimated market value of at least $25.0 million (the “Underwritten Demand Registration”), it shall so advise the Company as a part of the Demand Registration Notice. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or (iv) underwriters selected for such underwriting by the holders initiating the Demand Registration Statement, and subject to the approval of the Company. Notwithstanding any other provision of this Section 2.1, if the Holders underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Securities requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then the number of Registrable Securities that would otherwise may be underwritten are required included in such registration shall be allocated (A) first, to exclude or withdraw the Holders electing to register their Registrable Securities, on a pro rata basis based on the relative number of Registrable Securities from then held by each such underwriting pursuant Holder; provided that any such amount thereby allocated to Section 3.1(beach such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (B) the result of which is gross proceeds second, to the Holders other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistration.

Demand Rights. Subject If at any time during the Second Selling Period the Company receives from any Investor a written request that the Company effect a registration with respect to the conditions of this Section 3.1Registrable Securities owned by such Investor, if the Company shall receive a written file within 15 days of receipt of such request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject so requested to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effectivebe registered and, as soon as practicable, effect such registration so as to permit or facilitate the registration under the Securities Act sale and distribution of all or such portion of such Investor's Registrable Securities as are specified in such request; provided, however, that the Holders request Company shall not be obligated to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice effect any such registration pursuant to this Section 3.1(a). The holders of Senior 4.1 if (i) the Investor proposes to sell Registrable Securities at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000, (ii) the Company shall furnish to the -3- INVESTOR RIGHTS AGREEMENT TARGETED GENETICS CORPORATION Investor a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be limited seriously detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company will have the right to defer the filing of the registration statement for a maximum period of two not more than 60 days after receipt of the request of the Investor under this Section 4.1 (2provided that with respect to any individual Investor the Company shall not exercise this right more than once in any calendar year), (iii) demand the Investor has previously requested three such registrations pursuant to this Section 3.14.1 or (iv) the Company has, provided that a within the 12-month period preceding the date of such request, already effected one such registration requested for the Investor pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period 4.1. For the purposes of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, clauses (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or and (iv) if of the Holders foregoing proviso, each Initial Investor and all assignees of such Initial Investor's registration rights under this Agreement shall be considered one Investor. The Company shall use best efforts to cause any registration statement filed pursuant to this Section 4.1 to remain effective for 180 days or such shorter period of time as is required to effect the sale of all Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting registered pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the such registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterstatement.

Demand Rights. Subject to (a) Upon written demand of holders of a majority of the conditions of this Section 3.1Securities, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued prepare and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities 1933 Act covering an offering of such number of Securities as shall have been requested by such holder(s) in such demand, and shall use its diligent efforts to cause such registration statement to become effective, all in accordance with the provisions of this Agreement; provided, that if the Company's Board of Directors determines in good faith that it would be seriously detrimental to the Company to file such a registration statement at the time of such demand, the Company shall have the right to defer filing such registration statement for 120 days. The Company shall only be required to cause up to three (3) registration statements to become effective under this Section 2.01. (b) Whenever the Company shall have received a demand pursuant to this Section 2.01 to effect the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividendSecurities, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, shall promptly give written notice of such request proposed registration to all Holdersother holders of Securities. Any such holder may, and subject to within 30 days after receipt of such notice, request in writing that all of such holder's Securities, or any portion thereof designated by such holder, be included in the limitations offering. (c) The Company shall proceed as expeditiously as possible after receipt of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice demand pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited 2.01 to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that file a registration requested pursuant statement and use its best efforts to this Section 3.1(aeffect, within 120 days after the giving of such written demand (or, in the case of a demand made within 60 days prior to the end of the Company's then fiscal year, within 210 days after the giving of such written demand) the registration of an offering under the 1933 Act. Such offering shall not be deemed to have been effected include: (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, the Securities specified in the demand given pursuant to Section 2.01(a); and (ii) if after a all other Securities that the holders thereof have requested be included in the offering pursuant to Section 2.01(b);all of the extent required to permit the holders of the Securities to dispose of such Securities in compliance with applicable law. Unless otherwise recommended by the managing underwriter to facilitate such offering, the Company shall have the right to include in such offering authorized but unissued shares of its Common Stock and shares of its Common Stock held in its treasury that together constitute no more than 20% of the aggregate number of Securities to be offered. No other outstanding securities of the Company shall be included in such registration statement has become effectiveunless, and then only to the extent that, in the opinion of the representative of the underwriters participating in the sale and distribution of the shares of Common Stock covered by such registration statement, such other outstanding securities may be included in such registration is interfered with by any stop orderstatement and sold without adversely affecting the sale of Securities otherwise included therein. The Purchaser shall select the representative, injunction or other order or requirement if any, of the Commission or other governmental agency or court for any reason, (iii) if the conditions underwriters to closing specified in the purchase agreement or underwriting agreement entered into be engaged in connection with any such registration are not satisfiedregistration, other than as a result subject to the consent of the voluntary termination of such offering by the Holders of Registrable SecuritiesCompany, which shall not unreasonably be withheld or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterdelayed.

Demand Rights. Subject to the conditions of this limitations set forth in Section 3.15 ------------- hereof, if at any time beginning 180 days after the date hereof, one time only, upon written demand by the Purchaser to the Company shall receive a written request from the holders demanding registration of at least seventy-five percent (75%) of the issued and outstanding not less than 200,000 shares of Preferred Common Stock that were issued in exchange for shares of series Aconstitute Registrable Securities, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, use its reasonable best efforts to effect a registration with respect to such Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and similar events), including, without limitation, the registration execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act, as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request; provided that the Holders request Company shall not be obligated to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice take any action to effect any such registration, qualification or compliance pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected : (i) unless which would require the Company to prepare and file a form of registration statement with respect thereto has been declared effective for other than Form S-3 or any successor form; (ii) in any particular jurisdiction in which the Company would be required to execute a period general consent to service of at least process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) within the one hundred twenty (120) days, (ii) if after day period immediately following the effective date of a registration statement pertaining to a public offering of Common Stock for its own account or for the account of another shareholder of the Company, other than a registration relating solely to employee benefit plans or securities issued or issuable to employees or consultants (including a registration on Form S-8), a registration relating solely to a Commission Rule 145 transaction, a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event or a registration on any registration form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities; (iv) after the Company has become effective, effected one (1) registration pursuant to this Section 2 and such registration is interfered with by any stop order, injunction has been declared or other order or requirement of the Commission or other governmental agency or court for any reason, ordered effective; or (iiiv) if the conditions Company furnishes to closing specified in the purchase agreement Purchaser a letter signed by the Chief Executive Officer or underwriting agreement entered into the President of the Company stating that the Company intends to file a registration statement in connection with such a bona fide firm commitment underwritten registration are for securities to be offered for its own account (the "Intended Registration"); provided, however, that if the Company does not satisfied, other than as a result file with the Commission its Intended Registration within ninety (90) days of the voluntary request of the Purchaser, the Company shall file the requested registration statement within thirty (30) days of the termination of such offering by the Holders of Registrable Securities, or ninety (iv90) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterday period.