Common use of Documents to Be Delivered at the Closing Clause in Contracts

Documents to Be Delivered at the Closing. (a) At the Closing, the Sellers, as applicable, shall deliver to REG and the Purchaser, as applicable, the following: (i) The Xxxx of Sale in the form attached hereto as Exhibit E executed by the Company; (ii) The Assignment and Assumption Agreement in the form attached hereto as Exhibit F executed by the Company; (iii) The Oil Feedstock Supply Agreement in the form attached hereto as Exhibit C executed by Bunge; (iv) The Services Agreement in the form attached hereto as Exhibit D executed by Bunge; (v) The Addendum to the Amended and Restated Stockholder Agreement dated July 18, 2007 for the REG Common Stock in the form attached hereto as Exhibit H (the "Stockholder Agreement") executed by the Sellers; [Discuss - are the Sellers entering into a new Stockholder Agreement, or joining the current stockholder agreement] (vi) The Registration Rights Agreement in the form attached hereto as Exhibit I (the "Registration Rights Agreement") executed by the Sellers; (vii) Certified copies of the resolutions duly adopted by the Board of Managers and members of the Company authorizing the transfer of the Assets to Purchaser; (viii) Certified copies of the resolutions duly adopted by the Board of Managers and members of BIG authorizing the transactions contemplated by this Agreement; (ix) Any and all consents, filings, waivers, registrations, approvals or authorizations, with or by any Governmental Authority and all consents, waivers, approvals or authorizations of any other Person required for the consummation of the Closing;

Documents to Be Delivered at the Closing. At the Closing and concurrently with the payment of the Purchase Price: (a) At the Closing, the Sellers, as applicable, The Vendor shall deliver or cause to REG and be delivered to the Purchaser, as applicable, the following: (i) The Xxxx all deeds of Sale conveyance, bills of sale, transfers and assignments in form and content satisfactory to the Purchaser, appropriate to effectively vest good and marketable title to the Assets in the form attached hereto as Exhibit E executed Purchaser to the extent contemplated by the Companythis agreement, and immediately registrable in all places where registration of such instruments is permitted or required; (ii) The Assignment all consents and Assumption Agreement approvals referred to in the form attached hereto as Exhibit F executed by the Companyparagraph 5.5; (iii) The Oil Feedstock Supply Agreement certified copies of such resolutions of the shareholders and directors of the Vendor as are required in the form attached hereto as Exhibit C executed by Bunge;reasonable opinion of the Purchaser to authorize the execution, delivery and implementation of this agreement, including without limitation the Vendor’s Special Resolution; and (iv) copies of all books, contracts, commitments and records of the Vendor referred to in paragraph 5.2. (b) The Services Agreement Purchaser shall deliver or cause to be delivered to the Vendor: (i) original certificates representing the Purchaser’s Consideration, registered pursuant to the written direction of the Vendor, together with certified copies of such resolutions of the shareholders and directors of the Purchaser as are required in the form attached hereto as Exhibit D executed by Bungereasonable opinion of the Vendor to authorize the execution, delivery and implementation of this agreement and the issuance of the Purchaser’s Consideration; (vii) The Addendum the resignations, releases and appointments of the directors of the Purchaser referred to in paragraph 5.3, all in a form satisfactory to the Amended and Restated Stockholder Agreement dated July 18Vendor, 2007 for the REG Common Stock in the form attached hereto as Exhibit H (the "Stockholder Agreement") executed by the Sellersacting reasonably; [Discuss - are the Sellers entering into a new Stockholder Agreement, or joining the current stockholder agreement] (vi) The Registration Rights Agreement in the form attached hereto as Exhibit I (the "Registration Rights Agreement") executed by the Sellers; (vii) Certified copies of the resolutions duly adopted by the Board of Managers and members of the Company authorizing the transfer of the Assets to Purchaser; (viii) Certified copies of the resolutions duly adopted by the Board of Managers and members of BIG authorizing the transactions contemplated by this Agreement; (ix) Any and all consents, filings, waivers, registrations, approvals or authorizations, with or by any Governmental Authority and all consents, waivers, approvals or authorizations of any other Person required for the consummation of the Closing;and

Documents to Be Delivered at the Closing. (a) 7.1 Documents to be Delivered by the Company. At the Closing, the Sellers----------------------------------------- Company shall deliver, as applicableor cause to be delivered, shall deliver to REG and the Purchaser, as applicable, each Purchaser the following: (ia) The Permanently Unrestricted Share Certificate(s) representing the Shares and the Purchase Warrant and the Contingent Warrant, as contemplated by Schedule I; (b) the opinions of Pepper, Xxxxxxxx & Xxxxxx and Xxxxxxx and Berlin, Chartered, in form and substance satisfactory to Purchaser; (c) Securityholder's Agreement among the Company, the Purchasers and K. Xxxx Xxxxx; (d) Registration Rights Agreement among the Company and the Purchasers; (e) Purchase Warrants issued by the Company to each Purchaser; (f) Contingent Warrants issued by the Company to each Purchaser; (g) a letter agreement in favor of Sale in the form attached hereto Purchasers, signed by Xxxx DePodestra and Xxxxxx Xxxxxxx, reflecting their agreement to vote for the Purchaser's nominee on the Board of Directors; (h) certificates of good standing with respect to the Company and each Subsidiary issued by the secretaries of state of the appropriate jurisdictions; copies, certified by the secretary or assistant secretary as Exhibit E executed being a true and complete copy as of the Closing Date, of the by-laws of the Company; and copies certified by the Secretary of State of Deleware of the Certificate of Incorporation of the Company; (iii) The Assignment and Assumption Agreement in the form attached hereto as Exhibit F executed by the Company; (iii) The Oil Feedstock Supply Agreement in the form attached hereto as Exhibit C executed by Bunge; (iv) The Services Agreement in the form attached hereto as Exhibit D executed by Bunge; (v) The Addendum to the Amended and Restated Stockholder Agreement dated July 18, 2007 for the REG Common Stock in the form attached hereto as Exhibit H (the "Stockholder Agreement") executed by the Sellers; [Discuss - are the Sellers entering into a new Stockholder Agreement, or joining the current stockholder agreement] (vi) The Registration Rights Agreement in the form attached hereto as Exhibit I (the "Registration Rights Agreement") executed by the Sellers; (vii) Certified copies copy of resolutions of the resolutions duly adopted by the Board board of Managers and members directors of the Company authorizing the transfer execution, delivery and performance of this Agreement, and a certificate of its secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect and attesting to the true signatures and to the incumbency of the Assets to Purchaser;officers of the Company executing this Agreement and Transaction Documents; and (viiij) Certified copies of such other documents as the resolutions duly adopted by the Board of Managers and members of BIG authorizing the transactions contemplated by this Agreement; (ix) Any and all consents, filings, waivers, registrations, approvals or authorizations, with or by any Governmental Authority and all consents, waivers, approvals or authorizations of any other Person required for the consummation of the Closing;Purchaser shall reasonably request.

Documents to Be Delivered at the Closing. (a) At the Closing, the Sellers, as applicable, shall deliver the IFA Payment to REG the IFA in accordance with Section 1.2(a) and shall deliver to the PurchaserPurchaser and REG, as applicable, the following: (i) The Xxxx of Sale in the form attached hereto as Exhibit E executed by the Company; (ii) The Assignment and Assumption Agreement in the form attached hereto as Exhibit F executed by the Company; (iii) The Oil Feedstock Supply Agreement in the form attached hereto as Exhibit C executed by Bunge; (iv) The Services Agreement in the form attached hereto as Exhibit D executed by Bunge; (v) The Addendum to the Amended and Restated Stockholder Agreement dated July 18, 2007 for the REG Common Stock in the form attached hereto as Exhibit H (the "“Stockholder Agreement"”) executed by the Sellers; [Discuss - are the Sellers entering into a new Stockholder Agreement, or joining the current stockholder agreement]; (vi) The Registration Rights Agreement in the form attached hereto as Exhibit I (the "“Registration Rights Agreement"”) executed by the Sellers; (vii) Certified copies of the resolutions duly adopted by the Board of Managers and members of the Company authorizing the transfer of the Assets to Purchaser; (viii) Certified copies of the resolutions duly adopted by the Board of Managers and members of BIG authorizing the transactions contemplated by this Agreement; (ix) Any and all consents, filings, waivers, registrations, approvals or authorizations, with or by any Governmental Authority and all consents, waivers, approvals or authorizations of any other Person required for the consummation of the Closing; (xi) A statement of account of the Bank Balance owed by Company to Fifth Third Bank under the Construction Loan Agreement and a statement of the Assumed Liabilities as provided in Section 1.2(d); (xii) The Escrow Agreement executed by the Company; and (xiii) Such other customary documents as may be reasonably requested by the Purchaser related to the transactions contemplated by this Agreement.