Common use of Escrow Clause in Contracts

Escrow. On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On or prior to the Closing, the Equityholder Representative, the Buyer and the Escrow Agent shall enter into the Escrow Agreement. Promptly following the twelve (12) month anniversary of the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) Date (the “Escrowed CashSurvival Date”), the Buyer and the Equityholder Representative shall deliver a joint written notice to the Escrow Agent to deliver (a)(i) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares the portion of each former Stockholder’s Fully Diluted Percentage of the common stock sum of REG, as adjusted the remaining amount of the Indemnity Escrow Fund minus any amounts that would be necessary to satisfy any then pending and unsatisfied or unresolved claim for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery indemnification pursuant to Section 8.2 if such claim(s) were resolved in full in favor of stock certificates the Buyer Indemnified Persons (which amounts will continue to be held in the name of Indemnity Escrow Fund until the Company related claims have been finally resolved) (the “Escrowed Stock” and together with the Escrowed Cashsuch sum, the “Escrow Distributable Amount”) into an escrow account (the “Escrow Fund”), attributable to be maintained Shares (as opposed to In-the-Money Options or RSUs) previously held by an escrow agent reasonably acceptable such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (ii) the portion of each former holder’s Fully Diluted Percentage of the Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by such former holder to the parties Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Surviving Corporation’s payroll system; provided that if no such notice is delivered to the Escrow Agent within five (5) Business Days after the “Survival Date, the Escrow Agent”) Agent shall automatically and without further action by either the Buyer or the Equityholder Representative release the Distributable Amount in accordance with the terms of an Escrow Agreement in preceding sentence. Promptly following the form attached hereto as Exhibit B (time that any such pending and unsatisfied or unresolved claims have been finally resolved, the “Escrow Agreement”). The Escrow Fund Buyer and the Equityholder Representative shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses deliver a joint written notice to the extent set forth in Article VII and Escrow Agent to deliver (x) the Escrow Agreement) shall be disbursed to the Company in accordance with the terms portion of each former Stockholder’s Fully Diluted Percentage of the Escrow Agreement on revised Distributable Amount attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (y) the one year anniversary portion of each former holder’s Fully Diluted Percentage of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company revised Distributable Amount attributable to be deducted from the Escrow Fund. Bunge and BIG shall agree prior In-the-Money Options or RSUs (as opposed to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.Shares) previously held by

Escrow. On As security for the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares faithful performance of the common stock terms of REGthis Agreement and to insure the availability for delivery of Purchaser's Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the [Chief Financial Officer] of the Company, or such other person designated by the Company, as adjusted for any post-Effective Date dividendescrow agent in this transaction ("Escrow Agent"), two stock split, recapitalization assignments duly endorsed (with date and number of shares blank) together with the certificate or reorganization certificates evidencing the Shares. Such documents are to be held by REG the Escrow Agent and delivered by delivery of stock certificates in the name Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the “Escrowed Stock” event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and together with the Escrowed Cash, Company hereby irrevocably authorize and direct the “Escrow Amount”) into an escrow account (Agent to execute the “Escrow Fund”), to be maintained transaction contemplated by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) notice of repurchase in accordance with the terms of an such notice. (b) In connection with such transaction the Escrow Agreement Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the form attached hereto number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as Exhibit B defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the “Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agreement”)Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Fund Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be used the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to of executing the extent instructions set forth in Article VII this Section 7 and the Escrow does not otherwise become a party to this Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On (a) The Sellers hereby direct the Buyers to deliver in escrow, at the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (and for the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares benefit of Sellers or the common stock of REGBuyer Indemnitees, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”)case may be, to be maintained by an X.X. Xxxxxx Trust Company, National Association, or if X.X. Xxxxxx Trust Company, National Association is unwilling or unable to serve, to another escrow agent reasonably acceptable agreed to the parties (the “Escrow Agent”) in accordance with the terms of by Sellers and Buyer, pursuant to an Escrow Agreement agreement in the form attached hereto as Exhibit B D (the “Escrow Agreement”). , the following: (i) an amount of cash equal to the Closing Cash Escrow Amount, (ii) an amount of cash equal to ten percent (10%) of the Additional Closing Cash (if any), and (iii) a number of shares of Buyer Parent Common Stock equal to the Closing Stock Escrow Amount ((i), (ii) and (iii) together, the “Escrow Fund”). (b) The Escrow Fund Fund, including any earnings, dividends or interest thereon, shall be used for held and disbursed as provided in the purpose specified Escrow Agreement, which shall provide, among other things, that (i) any fees or expenses payable to the escrow agent under the Escrow Agreement on account of, in Article VII herein. The connection with or related to the Escrow Fund (the “Escrow Costs”) shall be paid out of the earnings, dividends and interest on the Escrow Fund, and, to the extent that such earnings, dividends and interest are insufficient to pay the Escrow Costs, paid equally by Sellers, on the one hand, and Buyers, on the other hand; (ii) the Escrow Fund (but not any earnings, dividends or interest thereon) shall be disbursed, as set forth in Section 1.3(c), to the Buyer Indemnitees to satisfy any obligation of any Seller under Section 7.2 when the conditions for indemnification set forth in this Agreement have been satisfied; and (iii) as of the 15-month anniversary of the Closing Date, any amount of cash and shares of Buyer Parent Common Stock remaining in the Escrow Fund (other than any amount of cash and shares of Buyer Parent Common Stock required to satisfy the maximum amount of the aggregate of any unresolved claims for indemnification as of such time), including any accrued earnings, dividends or interest thereon but less any Taxes due on account thereof and less any Escrow Costs, less any amounts for indemnifiable Losses to the extent set forth in Article VII then due and payable from the Escrow AgreementFund to any Buyer Indemnitee pursuant to Section 7.2 (any such remaining cash, the “Remaining Cash Escrow Amount” and any such remaining shares of Buyer Parent Common Stock, the “Remaining Stock Escrow Amount”), shall be distributed as follows: (v) Xxxxxxx Xxxxxxxx shall receive 10.6113% of the Remaining Cash Escrow Amount and 44.4444% of the Remaining Stock Escrow Amount; (w) Xxxx Xxxxxxxx shall receive 10.6113% of the Remaining Cash Escrow Amount and 44.4444% of the Remaining Stock Escrow Amount; (x) Xxxxxxxx Xxxxxxxx shall receive 1.3264% of the Remaining Cash Escrow Amount and 5.5556% of the Remaining Stock Escrow Amount; (y) Xxxxxx Xxxxxxxx shall receive 1.3264% of the Remaining Cash Escrow Amount and 5.5556% of the Remaining Stock Escrow Amount; and (z) Sun Mortgage Partners shall receive 76.1246% of the Remaining Cash Escrow Amount. Sellers shall be treated as the owner of the Escrow Fund for all tax purposes. (c) If and when the Escrow Fund shall be disbursed to the Company in accordance with Buyer Indemnitees, such disbursement shall consist of an aggregate amount of cash and shares of Buyer Parent Common Stock (where such shares of Buyer Parent Common Stock are valued on the terms basis of the Escrow Agreement on Stock Price as of such date of disbursement) equal to the one year anniversary aggregate amount of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberindemnification obligation under Section 7.2.

Escrow. On (i) Simultaneously with the Closing Dateexecution and delivery of this Agreement by a Purchaser, such Purchaser shall deposit Two Hundred Fifty Thousand Dollars promptly cause a wire transfer of immediately available funds ($250,000U.S. dollars) (the “Escrowed Cash”) and REG shall deposit Ninetyin an amount representing such Purchaser’s Subscription Amount to be paid to a non-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an interest bearing escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties of Xxxxxxxxxx Xxxxxxx PC (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as Exhibit B (the “Escrow AgreementAmount”). The Escrow Fund Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent then holds any portion of the Escrow Amount, then: (A) the Escrow Agent shall return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, in accordance with written wire transfer instructions received from such Purchaser; and (B) if Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company and the Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (A) to the Placement Agent, the fees payable to such Placement Agent, and (B) the balance of the aggregate purchase price to the Company. (iii) The Company and the Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be used deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the purpose specified performance by the Company, the Purchasers or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in Article VII hereinescrow pending receipt of written instructions from the Company and the Placement Agent directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Fund Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (less INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company and the Purchasers hereby indemnify and hold harmless the Escrow Agent from and against any amounts for indemnifiable Losses and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the extent set forth in Article VII and performance of the Escrow AgreementAgent Duties, unless such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) shall be disbursed Escrow Agent has acted as legal counsel to the Company in accordance connection with this Agreement and the terms other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Company including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter. The Purchasers hereby expressly consents to permit the Escrow Agent to represent the Company in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) Escrow Agent shall have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agreement Agent hereunder shall cease and terminate on the one year anniversary effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Closing Date. Purchaser Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agent and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall bear an equal be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, Escrow Agent shall have the absolute right to suspend all further performance under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company, the Placement Agent and all of the fees Purchasers, or otherwise. In the event that any controversy arises between the Company and expenses one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow AgentAmount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the portion borne clerk of a court selected by the Company Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to be deducted from litigate in that court their respective claims arising out of or in connection with the Escrow FundAmount. Bunge and BIG shall agree prior to Closing as between themselves Upon the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution deposit by the Company to the Members Escrow Agent of the Escrow Fund; providedAmount with the clerk of such court in accordance with this provision, that a Member’s percentage of the Escrow Fund Agent shall thereupon be reduced by the amount relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Section 2.1(d) shall survive any indemnifiable Loss made pursuant to the terms termination of the Escrow Agreement and this Agreement applicable to such MemberAgreement.

Escrow. On (a) At the Closing DateClosing, Purchaser immediately after the delivery to the Stockholders of certificates for the shares of Envirogen Common Stock to be issued in the Merger, (i) the Stockholders shall deposit Two Hundred Fifty Thousand Dollars deliver to Summit Bank as escrow agent ($250,000the "Escrow Agent"), certificates representing the Escrow Shares duly endorsed in blank for transfer by the Stockholders and (ii) Envirogen will deliver to the Escrow Agent the Escrow Money. The Escrow Shares and the Escrow Money shall be held by the Escrow Agent in escrow pursuant to the terms of this Section 8.02 and the terms of the Escrow Agreement, and the Escrow Agent and the Surviving Corporation are hereby granted a security interest in the Escrow Shares and the Escrow Money, as security for any right to indemnification the Surviving Corporation may have under Section 8.01 hereof and as security for the Stockholders' timely performance of the their obligations under Section 2.05 hereof. (b) If the Surviving Corporation determines that it is entitled to be indemnified pursuant to Section 8.01 or that an amount is owed pursuant to Section 2.05 hereof, it shall so notify the Stockholders of the nature of the claim and the amount (estimated or actual) of the Loss. Subject to the rights of the Stockholders pursuant to Section 8.02(c) hereof, all amounts payable to the Surviving Corporation pursuant to Sections 8.01 and 2.05 shall be paid first in cash from the Escrow Money and then from the Escrow Shares. The number of Escrow Shares to be transferred to the Surviving Corporation pursuant to this Section 8.02(b) shall equal the remaining amount of the Loss so incurred (after any payments in cash in respect thereof from the Escrow Money) divided by the average of the daily closing prices of a share of Envirogen Common Stock as reported by the Nasdaq SmallCap Market during the period of ten trading days ending on the last trading day prior to the date of receipt by the Stockholders of the notice described in this Section 8.02(b) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares "Average Price"). To the extent that the Surviving Corporation has a right to receive any of the common stock Escrow Shares, it shall give a notice to the Stockholders and the Stockholders may, within the ten (10) day period after such notice, pay to the Escrow Agent cash in an amount equal to the amount of REGsuch Loss, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery and the Escrow Agent shall then in lieu of stock certificates the transfer of Escrow Shares to the Surviving Corporation pay to the Surviving Corporation cash in the name amount of such Loss and release to the Stockholders that number of the Company Escrow Shares calculated by dividing the amount of cash paid by the Stockholders to the Escrow Agent by the Average Price. (c) If the “Escrowed Stock” and together with Stockholders do not deliver to the Escrowed CashSurviving Corporation written objection to the notice described in Section 8.02(b) within twenty (20) business days after the date of such notice, the “amount of loss shall be deemed accepted by the Stockholders and the appropriate number of Escrow Amount”) into an escrow account (Shares and Escrow Money shall become the “Escrow Fund”property of the Surviving Corporation in accordance with Section 8.02(b), to be maintained by an escrow agent reasonably acceptable . If the Stockholders deliver to the parties Surviving Corporation written notice of objection within such twenty (20) business day period, then the “Stockholders and the Surviving Corporation shall, within twenty (20) business days after receipt of such notice of objection, attempt to resolve the dispute. If the Stockholders and the Surviving Corporation fail to do so within said period of time, the matter shall be determined by a court of competent jurisdiction. (d) All Escrow Agent”Shares that have not theretofore been transferred to the Surviving Corporation pursuant to this Section 8.02 shall be delivered by the Escrow Agent to the Stockholders promptly after the expiration of the Claims Period; provided that if, at the expiration of the Claims Period, the Surviving Corporation shall have given written notice to the Stockholders of a Loss (actual or potential) hereunder, the Escrow Agent shall continue to withhold a number of Escrow Shares and Escrow Money in accordance with the terms of an Section 8.02(b) above as is appropriate, in its reasonable judgment, to satisfy the amount of the Loss. Such Escrow Agreement Shares and Escrow Money shall continue to be withheld until there has been a final determination as to whether the Surviving Corporation has suffered any such Loss. (e) The Stockholders shall not transfer any of the Escrow Shares, or any interest therein, or attempt to pledge any of the Escrow Shares, so long as the Escrow Shares are held in escrow by the Escrow Agent hereunder. (f) Unless and until the Escrow Shares become the property of the Surviving Corporation as above provided, each cash dividend declared and paid with respect to such Escrow Shares shall be delivered, as paid, to the Stockholders. In the case of any stock dividend, stock split, reverse stock split or similar event, the additional shares shall be added to the Escrow Shares. All other rights incident to the Escrow Shares, except as provided for in, or limited by, this Section 8.02, shall be in the form attached hereto as Exhibit B (Stockholders. With respect to the “right to vote the Escrow Agreement”). The Shares, each Stockholder shall have the right to vote the Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses Shares to the extent set forth of his pro rata ownership interest in Article VII and the such Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberShares.

Escrow. On Notwithstanding any provision of this Agreement to the contrary, the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REGTransactions contemplated hereunder shall be completed in escrow, with all deliveries in connection with the Transactions hereunder being made to Xxxxxxxx Xxxx, Esq., as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) ), to be held in escrow and disposed of by the Escrow Agent in accordance with the terms and provisions of an a certain Deposit and Escrow Agreement in the form by and between Seller, Buyer and Escrow Agent dated May 17, 2004, as amended, a copy of which is attached hereto as Exhibit B Schedule 1.9 (the “Escrow Agreement”). The parties hereto agree to amend the Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses Agreement to the extent set forth in Article VII and required to make the Escrow Agreement) shall be disbursed to the Company in accordance provisions thereof consistent with the terms of the Escrow Agreement on the one year anniversary escrow set forth herein. In furtherance of the Closing Date. Purchaser escrow closing, the following shall apply: (a) In lieu of delivering the Share Purchase Price to the Stockholders as provided for in Section 1.5(a), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the amount of $315,000, which together with the Initial Deposit (as defined in the Escrow Agreement) of $25,000 previously paid into escrow by Buyer, represents the Share Purchase Price. (b) In lieu of delivering to Buyer certificates for the Shares provided for in Section 1.6, Stockholders shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, certificate(s) registered in the name of the Stockholders representing the Shares, accompanied by stock powers duly endorsed in blank, with Stockholder’s signature medallion guaranteed by a national bank. (c) In lieu of delivering the Note Purchase Price to the Seller as provided for in Section 1.5(b), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the Note Purchase Price. (d) In lieu of delivering to Buyer the original Notes and the Note Assignment transferring the Notes to Buyer as provided for in Section 1.7, Seller shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the original Notes and the Note Assignment, duly executed by Seller. (e) In lieu of delivering the New Share Purchase Price to the Company as provided for in Section 1.5(c), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the amount of $50,000 representing the New Share Purchase Price. (f) In lieu of delivering to Transfer Agent the Issuance Direction provided for in Section 1.6, the Company shall bear an equal portion deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the Issuance Direction. (g) Concurrently with the Closing, Buyer shall, in writing, instruct the Escrow Agent to deliver to the Company the original Notes, the Note Assignment, a notice of election to convert the Notes, in substantially the form attached hereto as Exhibit C (“Buyer Conversion Notice”), with instructions from the Company directing the Transfer Agent to issue to Buyer, in connection with the conversion of the fees Notes, 24,577,395 shares of the Company’s common stock (“Buyer Conversion Shares”). Escrow Agent shall promptly upon Closing deliver the foregoing documents and expenses instructions to the Transfer Agent. (h) Concurrently with the Closing, Seller shall, in writing, instruct the Escrow Agent to deliver to the Company the original Seller Notes and a notice of election to convert the Seller Notes, in substantially the form attached hereto as Exhibit D (“Seller Conversion Notice”), with instructions from the Company directing the Transfer Agent to issue to Seller, in connection with the conversion of the Seller Notes, 1,200,000 shares of the Company’s common stock (“Seller Conversion Shares”). Escrow Agent shall promptly upon Closing deliver the foregoing documents and instructions to the Transfer Agent (i) At such time as all of the conditions precedent to Closing under Article VIII hereof have been satisfied by the respective parties, and no party shall be in breach any term, warranty, representation, covenant or agreement applicable to them, each party shall have made all deliveries required by each of them under this Agreement to the Escrow Agent, with and the portion borne by expiration ten (10) day waiting period following the Company to be deducted from the Escrow Fund. Bunge filing and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members mailing of the Information Statement (as defined in Section 7.5), the parties hereto shall provide written notice to Escrow Fund; provided, Agent directing that a Member’s percentage the escrow be disposed of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of in accordance with the Escrow Agreement and the terms of this Agreement applicable Agreement, subject to such Memberthe Indemnity Escrow Fund to be handled in accordance with Article IX hereof and the Escrow Agreement.

Escrow. On the Closing DateAt Closing, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) 1,250,000 shares of Axtive Common Stock of the Stock Consideration (the “Escrowed CashEscrow Shares”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG), as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cashan executed stock power, the “Escrow Amount”) into an escrow account (the “Escrow FundAccount”), to be ) maintained by an escrow agent reasonably acceptable the Escrow Agent pursuant to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement containing customary terms and terms consistent with this Section 3.3 and otherwise in the a form attached hereto as Exhibit B to be mutually agreed upon by Purchaser and Seller or Shareholder (the “Escrow Agreement”). The Subject to the following provisions of this Section 3.3 regarding disbursements, the Escrow Fund Shares shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and held by the Escrow Agreement) shall be disbursed to the Company in accordance with the terms Agent for a period of the Escrow Agreement on the one year anniversary of from the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made Date pursuant to the terms of the Escrow Agreement and shall be generally available to satisfy any claims for indemnification made by Purchaser or Axtive pursuant to ARTICLE VII: (a) on the date that is 180 days after the Closing Date, an amount equal to one-half of the Escrow Shares less the number of Escrow Shares equal to the sum of (i) the total number of Escrow Shares disbursed from the Escrow Account during such 180-day period to satisfy indemnification claims made by Purchaser or Axtive pursuant to ARTICLE VII and (ii) the number of Escrow Shares equal to the total dollar amount subject to pending indemnification claims made by Purchaser or Axtive pursuant to ARTICLE VII as of the end of such 180-day period, and not covered by any Escrow Amount, divided by the Axtive Share Value; and (b) on the first anniversary of the Closing Date, the remaining balance in the Escrow Account less the number of Escrow Shares with a value equal to the total dollar amount subject to pending indemnification claims made by Purchaser or Axtive pursuant to ARTICLE VII as of such date, which shall remain on deposit in the Escrow Account until finally resolved pursuant to ARTICLE VII, at which time any remaining balance shall be disbursed to Seller. For the purpose of satisfying any claims for indemnification made by Purchaser or Axtive pursuant to ARTICLE VII, the number of Escrow Shares shall be determined based upon the Axtive Share Value (and rounded to the nearest whole share). Notwithstanding anything to the contrary in this Agreement, in the event of any conflict between the terms of this Agreement applicable to such Memberand the terms of the Escrow Agreement, the terms of the Escrow Agreement shall be controlling for all purposes.

Escrow. On (a) To secure the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name indemnification obligations of the Company (the “Escrowed Stock” and together with the Escrowed Cashunder this Agreement, the “Initial Indemnification Escrow Amount”) , the Initial Reconciliation Escrow Amount and the Litigation Fees Escrow Amount (if applicable), and, to fund the activities of the Selling Parties’ Representative, the Selling Parties Representative Escrow Amount (which shall be under the control of the Selling Parties’ Representative pursuant to Section 1.6(b)), will all be deposited into an escrow account (the “Escrow FundAccount”), to be maintained each with a separate sub-account segregated from the others and governed by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B 8.10 (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund . (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreementb) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted Any disbursements from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company Account to the Members of Disbursing Agent for further payment to the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made Selling Parties pursuant to the terms of the Escrow Agreement, Section 1.5(e), Section 1.13, and Article 10 whether in the form of cash or Buyer Stock is “Escrow Consideration.” (c) [**] (d) Any disbursements of the Selling Parties’ Representative Escrow Account to the Selling Parties’ Representative to fund the activities of Selling Parties’ Representative will be made pursuant to Section 1.6(b) and Article 10. (e) Any disbursements from the Escrow Account in respect of an indemnification payment to Buyer or Buyer’s Other Indemnified Persons in the form of Buyer Stock shall be made valuing the stock at the average closing sale price per share of Buyer Stock that is publically traded on the New York Stock Exchange for the five (5) consecutive trading days ending with the trading day two days preceding the date of the release of the Buyer Stock from the Escrow Account. (f) Until such time as the Buyer Stock is delivered to the Selling Parties (or returned to or repurchased by Buyer), the Selling Parties shall be deemed to be the beneficial owner of their Pro-Rata Percentage of the Buyer Stock that is held pursuant to the Escrow Agreement and this Agreement applicable shall possess, through the Selling Parties’ Representative, all rights with respect to such Membershares, except the right of possession thereof. In particular, the respective Selling Parties, through the Selling Parties’ Representative as their agent and attorney-in-fact, shall have the right to exercise any voting rights with respect to their allocable portion of the Buyer Stock that is held pursuant to the Escrow Agreement. In addition, any dividends (other than non-taxable stock dividends) made with respect to the Buyer Stock that is held pursuant to the Escrow Agreement ** Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. shall be promptly paid to the Disbursing Agent for payment to the Selling Parties in accordance with their allocable portion of the Buyer Stock. The Selling Parties’ Representative shall not have any obligation to exercise any rights with respect to such escrowed Buyer Stock held pursuant to the Escrow Agreement unless directed to do so under the letter agreement, dated on or around the date hereof, by and among the Selling Parties’ Representative and certain of the Selling Parties.

Escrow. On At or promptly following the Closing DateEffective Time, Purchaser Parent shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (instruct the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of Transfer Agent to deliver to the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock Stockholder Representative certificates evidencing the Escrow Shares issued in the name of each Company Stockholder in the amounts set forth after such Company Stockholder’s name on the Updated Schedule 2.2. Promptly following the Effective Time, the Stockholder Representative, upon request by Parent, shall deliver the certificates representing the Escrow Shares to a third-party escrow holder selected by Parent and mutually agreeable to the Stockholder Representative (for purposes of this Agreement, the “Escrowed Stock” Stockholder Representative, as holder of the Escrow Shares and together with the Escrowed Cash, third-party escrow holder selected by parent shall be referred to as the “Escrow AmountHolder”) into ). The parties agree that Parent may instruct the Transfer Agent to place stop transfer orders on the Escrow Shares for so long as they are subject to the escrow contemplated by this Section 2.5. The portion of the Escrow Shares deposited with the Escrow Holder by or on behalf of each Company Stockholder shall be determined on a pro rata basis in proportion to each Company Stockholder’s relative ownership interest in the total number of Merger Shares issued in connection with the Merger. The terms by which the Escrow Holder shall hold and distribute the Escrow Shares shall be set forth in an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B agreement (the “Escrow Agreement”)) among Escrow Holder, the Stockholder Representative as representative of the Company Stockholders, and Parent. The Escrow Fund Agreement shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses a customary form reasonably acceptable to the extent set forth in Article VII parties thereto and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing provide as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.follows:

Escrow. On As soon as practicable after the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed CashTime, the “Escrow Amount”) into an escrow account (Deposit shall be delivered by Parent to the “Escrow Fund”)Agent, to be maintained by an escrow agent reasonably acceptable held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice duly delivered prior to the parties (Escrow Release Date. The Escrow Deposit shall be held and disbursed by the “Escrow Agent”) Agent in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (C. Except with respect to claims based on the “Escrow Agreement”)Indefinite Excluded Obligations, which are not limited in amount, if the Closing occurs, Parent and Acquisition Corp. agree that the Parent’s right to indemnification pursuant to this Article XII shall constitute Parent’s and Acquisition Corp.’s sole and exclusive remedy and recourse against the Stockholders and Management Option Holders for Losses attributable to any inaccuracy or breach of any representation or warranty, or any breach or nonfulfillment of any failure to perform the covenants, agreements or undertakings, of the Company, the Company’s Subsidiary or the Stockholders which is contained in this Agreement or the Letters of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto. The Escrow Fund Except with respect to the Indefinite Excluded Obligations and the Limited in Time Excluded Obligations, the maximum liability of any Stockholder or Management Option Holder shall be used for the purpose specified in Article VII herein. The Escrow Fund limited to such Pro Rata Portion (less any amounts for indemnifiable Losses as defined below) with respect to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms each such Stockholder or Management Holder of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow FundDeposit; provided, however, that no Stockholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Stockholder. For purposes of this Agreement, a Member’s “Pro Rata Portion” of a Stockholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Initial Merger Consideration to which such Stockholder is entitled and a “Pro Rata Portion” of a Management Option Holder as to any Losses or as to the Escrow Fund Deposit shall be reduced by equal to the percentage of the Management Options to which such Management Option Holder is entitled. With respect to the Limited in Time Excluded Obligations, the maximum liability of any Stockholder shall be limited to the aggregate amount of Initial Merger Consideration, Cash Earnout Consideration, and Management Retention Consideration (if applicable) received or receivable by such Stockholder and the maximum liability of any indemnifiable Loss made pursuant Management Option Holder shall be limited to the terms aggregate number of the Escrow Agreement and this Agreement applicable to Management Options received or receivable by such MemberManagement Option Holder.

Escrow. On Unless Purchaser is a Section 2.1(c)(iii) Purchaser, concurrent with the Closing Datesigning hereof, (i) each Purchaser shall deposit Two Hundred Fifty Thousand Dollars has ($250,000A) (deposited the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REGSubscription Amount with American Stock Transfer & Trust Company, LLC, as adjusted for Escrow Agent (“AST” and, collectively with any post-Effective Date dividendCustodians, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an ), pursuant to that certain Escrow Agreement (in the form attached hereto as Exhibit B I) between the Company and AST (as it may be amended or otherwise modified from time to time, the “AST Escrow Agreement”, and collectively with any Custodian Agreements, the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund ) or (less any amounts for indemnifiable Losses B) segregated cash equal to the extent Subscription Amount in an account with a custodian (a “Custodian”) of funds held on behalf of an “investment company” under the Investment Company Act of 1940, as amended, pursuant to binding escrow instructions (“Custodian Agreements”) for release of such funds by such Custodian to the Company, at the direction of the Company, upon the satisfaction of conditions set forth in Article VII the AST Escrow Agreement, and (ii) the Company has issued instructions to the Transfer Agent authorizing the issuance, in book-entry form, of the number of Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature page hereto, that such Purchaser will receive Preferred Shares in certificated form, then the Company shall instead instruct the Transfer Agent to issue such specified Preferred Shares in certificated form (the “Stock Certificates”), or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto) concurrent with the Escrow Agent’s release of the Subscription Amount to the Company pursuant to the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On the Closing Date5.1 Upon execution of this Third Amendment, Purchaser IDEC shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into establish an escrow account with Union Bank of California, N.A. ("Escrow"). Each party including Escrow shall execute and abide by the “Escrow Fund”)Agreement attached hereto as Attachment 2. IDEC shall, as set forth in Section 5.2, 5.3 and 5.4 below, deposit funds into Escrow to ensure payment to Nordion of the minimum purchase commitment under the Agreement as well as IDEC's obligation to [CONFIDENTIAL TREATMENT REQUESTED] of this Third Amendment, or as otherwise set forth below. The cost of establishing and maintaining the Escrow shall be maintained shared by an escrow agent reasonably acceptable IDEC and Nordion equally. IDEC shall have the right to direct Escrow to invest the parties (the “Escrow Agent”) funds in accordance with the terms of an Escrow Agreement in the form investment guidelines attached hereto as Exhibit B (the “Escrow Agreement”)Attachment 3. The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant Subject to the terms of this Third Amendment, IDEC shall receive the full benefit of investment returns paid on funds in Escrow. Investment returns may be drawn by IDEC, in accordance with this Third Amendment, from Escrow on a quarterly basis. 5.2 Upon execution of this Third Amendment, IDEC shall deposit an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] associated with [CONFIDENTIAL TREATMENT REQUESTED] (as such [CONFIDENTIAL TREATMENT REQUESTED] and amounts are defined in Attachment 4 hereto). 5.3 IDEC shall make additional deposits into Escrow equal to the [CONFIDENTIAL TREATMENT REQUESTED] associated with [CONFIDENTIAL TREATMENT REQUESTED] as defined in Attachment 4. For purposes of IDEC's obligations hereunder, Nordion and IDEC agree that the deposits set forth in Attachment 4 [CONFIDENTIAL TREATMENT REQUESTED]. Nordion shall notify IDEC in writing not less than [CONFIDENTIAL TREATMENT REQUESTED] prior to the anticipated commencement of the work associated with each [CONFIDENTIAL TREATMENT REQUESTED]. During the [CONFIDENTIAL TREATMENT REQUESTED] prior to each anticipated commencement date, IDEC shall have the right to inspect the work in progress to determine if the work associated with [CONFIDENTIAL TREATMENT REQUESTED] is imminent and appropriate based on work completed. IDEC shall notify Nordion in writing not less than [CONFIDENTIAL TREATMENT REQUESTED] prior to each anticipated commencement date if IDEC in its reasonable discretion determines that the work to date is materially deficient or if commencement of work associated with [CONFIDENTIAL TREATMENT REQUESTED] is not imminent. If IDEC fails to so notify Nordion, IDEC shall make the requisite deposit into Escrow on or prior to the anticipated commencement date of the [CONFIDENTIAL TREATMENT REQUESTED]. Any notice by IDEC under this Section 5.3 shall include a detailed explanation of the reasons why the amount associated with the [CONFIDENTIAL TREATMENT REQUESTED]is not yet payable to Nordion pursuant to this Section 5.3. Upon receipt of such notice, if any, Nordion shall commence cure of any deficiency noted and shall notify IDEC upon completion. IDEC shall have [CONFIDENTIAL TREATMENT REQUESTED] following such notice to inspect the work and to determine if the work associated with the [CONFIDENTIAL TREATMENT REQUESTED] is imminent and appropriate. On or prior to expiration of such [CONFIDENTIAL TREATMENT REQUESTED] period, IDEC shall notify Nordion if IDEC in its reasonable discretion determines that the work remains materially deficient or if commencement of work associated with the [CONFIDENTIAL TREATMENT REQUESTED] is not imminent. If IDEC fails to so notify Nordion, IDEC shall make the requisite deposit into Escrow on or prior to the end of such [CONFIDENTIAL TREATMENT REQUESTED] period. Upon receipt of any notice under this second paragraph of Section 5.3, Nordion shall commence cure of any deficiency noted and reimburse IDEC for its reasonable travel and other out-of-pocket expenses including the reasonable expenses and costs of any expert retained by IDEC to review Nordion's work. Nordion shall notify IDEC upon completion of the work and the [CONFIDENTIAL TREATMENT REQUESTED] inspection period described above shall repeat itself until the work is completed. In the event IDEC fails to make a requisite deposit into the Escrow in accordance with this Section 5.3, Nordion shall, on [CONFIDENTIAL TREATMENT REQUESTED] prior written notice to IDEC and Escrow, and provided IDEC has not cured such failure within such [CONFIDENTIAL TREATMENT REQUESTED], be entitled to [CONFIDENTIAL TREATMENT REQUESTED]. 5.4 After the later of (i) BLA approval or (ii) the date Nordion is capable of commercially supplying Isotope from the KRMF Facility, IDEC shall then deposit into Escrow [CONFIDENTIAL TREATMENT REQUESTED] to ensure payment to Nordion of the [CONFIDENTIAL TREATMENT REQUESTED] under the Agreement. In the event IDEC fails to make the requisite deposit into the Escrow in accordance with this Section 5.4, Nordion CONFIDENTIAL TREATMENT REQUESTED shall, upon [CONFIDENTIAL TREATMENT REQUESTED] prior written notice to IDEC and Escrow, and provided IDEC has not cured such failure within such [CONFIDENTIAL TREATMENT REQUESTED] period, be entitled to withdraw and retain all sums in Escrow (excluding investment returns), as reconciled pursuant to Section 5.6 below, and Section 2 of the Second Amendment shall be reinstated and Sections 2.1 -- 2.5, 3,1 -- 34, 4.1 -- 4.4, 5.1--5.13 and 7.4 of this Third Amendment shall no longer be applicable. 5.5 For the purposes of Sections 5.1, 5.2, 5.3 and 54 above, the remedial provisions of Section 17.4 of the Agreement shall not apply to any breach of these Sections by IDEC. 5.6 Notwithstanding anything to the contrary set forth in Sections 5.2, 5.3 and 54 of this Third Amendment, IDEC and Nordion agree that the amount in Escrow at any time during the term of this Agreement applicable shall not exceed [CONFIDENTIAL TREATMENT REQUESTED], as the same may be adjusted pursuant to such MemberSections 3.3 and 3.4 above, minus cumulative [CONFIDENTIAL TREATMENT REQUESTED]. On the earlier of (i) the date IDEC would otherwise be required to deposit [CONFIDENTIAL TREATMENT REQUESTED] into Escrow under Section 5.4 above or [CONFIDENTIAL TREATMENT REQUESTED] plus (b) the amounts deposited into Escrow under Sections 5.2 and 5.3 exceed [CONFIDENTIAL TREATMENT REQUESTED] as the same may be adjusted pursuant to Sections 3.3 and 3.4, IDEC and Nordion shall meet to reconcile the amount in Escrow against the amount required to be in Escrow under this Third Amendment. Any amount held in Escrow which exceeds the amount required under this Third Amendment shall be immediately disbursed to IDEC. IDEC and Nordion shall also meet not less than each calendar quarter following the initial reconciliation to reconcile the amount in Escrow against the amount required in Escrow and any amount then held in Escrow which exceeds the amount required under this Third Amendment shall be immediately disbursed to IDEC. For example, if [CONFIDENTIAL TREATMENT REQUESTED] was [CONFIDENTIAL TREATMENT REQUESTED], the amount deposited in Escrow under Sections 5.2 and 5.3 was [CONFIDENTIAL TREATMENT REQUESTED], [CONFIDENTIAL TREATMENT REQUESTED] was [CONFIDENTIAL TREATMENT REQUESTED, and the [CONFIDENTIAL TREATMENT REQUESTED] had yet to be established, then upon reconciliation, IDEC would be entitled to withdraw [CONFIDENTIAL TREATMENT REQUESTED] from Escrow. (The amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Continuing this example, if during the period until the next reconciliation the [CONFIDENTIAL TREATMENT REQUESTED] requirement was reduced CONFIDENTIAL TREATMENT REQUESTED by [CONFIDENTIAL TREATMENT REQUESTED] pursuant to Section 3.3 of this Third Amendment and [CONFIDENTIAL TREATMENT REQUESTED] increased by [CONFIDENTIAL TREATMENT REQUESTED], IDEC would be entitled to withdraw [CONFIDENTIAL TREATMENT REQUESTED] from Escrow upon the next reconciliation. (The amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Further continuing this example, if the next reconciliation occurs on thc date IDEC would otherwise be required to deposit [CONFIDENTIAL TREATMENT REQUESTED] into Escrow under Section 5.4 of this Third Amendment and [CONFIDENTIAL TREATMENT REQUESTED] increased by [CONFIDENTIAL TREATMENT REQUESTED]. IDEC would not be required to deposit [CONFIDENTIAL TREATMENT REQUESTED] into Escrow, but rather would be entitled to withdraw [CONFIDENTIAL TREATMENT REQUESTED] from Escrow. (Thc amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Finally, if on the next reconciliation date, [CONFIDENTIAL TREATMENT REQUESTED] had increased by [CONFIDENTIAL TREATMENT REQUESTED], IDEC would be entitled to withdraw the remaining [CONFIDENTIAL TREATMENT REQUESTED] in Escrow and would have no further obligation to make deposits into Escrow. (The amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Since at any time following this reconciliation date [CONFIDENTIAL TREATMENT REQUESTED] would exceed the [CONFIDENTIAL TREATMENT REQUESTED], IDEC would have no further obligation to make deposits into Escrow. 5.7 In addition to Nordion's right to withdraw funds from Escrow as set forth in Sections 5.3 and 5.4 above, Nordion shell have the right to withdraw funds from Escrow as follows: (i) In the event of termination of the Agreement: (a) by IDEC pursuant to Sections 2.3 or 2.4 of this Third Amendment, or (b) by Nordion or IDEC pursuant to Section 17.6 of the Agreement,

Escrow. On As the Closing Datesole remedy for the indemnification obligations set forth in Article VIII of this Agreement, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) an aggregate number of shares of Ascend Common Stock to be received by the common stock holders of REGKitara Media Membership Units and shares of NYPG Common Stock, as adjusted for any post-Effective Date dividendallocated pro rata amongst such holders, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name representing ten percent (10%) of the Company (shares of Ascend Common Stock to be received by the “Escrowed Stock” holders of Kitara Media Membership Units and together with shares of NYPG Common Stock as a result of the Escrowed CashMergers pursuant to this Agreement, the “Escrow Amount”) shall be deposited into an escrow account (the “Escrow Fund”Shares), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms and conditions of an the escrow agreement to be entered into at the Closing between Ascend, the Committee (defined below), the Representatives (defined below) and Continental Stock Transfer & Trust Company, as escrow agent (“Escrow Agreement Agent”), in form and substance mutually and reasonably agreed to by Ascend, Kitara Media and NYPG and providing for the form attached hereto as Exhibit B terms contemplated by Article VIII hereof (the “Escrow Agreement”). The Escrow Fund Agreement shall be used provide that, on the 5th business day after Ascend is required to file with the SEC its Annual Report on Form 10-K for the purpose specified in Article VII herein. The fiscal year ending December 31, 2013 (the “Escrow Fund (less any amounts for indemnifiable Losses Release Date”), the Escrow Agent shall release the Escrow Shares to the extent set forth Signing Holders in Article VII the same proportions as originally deposited into escrow, less, for each of the Kitara Signing Holder and the Escrow AgreementNYPG Signing Holders, the net of (i) shall be disbursed to the Company in accordance with the terms that portion of such Signing Holders’ proportion of the Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims made pursuant to Section 8.1(a) of this Agreement on attributable to Kitara Media, in the one year anniversary case of the Closing Date. Purchaser Kitara Signing Holder’s proportion, and to NYPG, in the Company shall bear an equal case of the NYPG Signing Holders’ proportion, and (ii) that portion of the fees and expenses Escrow Shares applied in satisfaction of the Escrow Agent, or reserved with the portion borne by the Company respect to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss indemnification claims made pursuant to the terms of Section 8.2(a). Any Escrow Shares due to be released on the Escrow Agreement and this Agreement applicable Release Date that continue to be held with respect to any unresolved Ascend Escrow Claim shall be delivered to the Signing Holders in the same proportions as originally deposited into escrow, promptly upon such Memberresolution, subject to reduction, if any, as set forth herein for the indemnification obligation associated with such resolved Ascend Escrow Claim.

Escrow. On (i) Purchaser and the Closing DateSellers hereby appoint the Escrow Agent to serve in such capacity hereunder. Simultaneously with the execution and delivery of this Agreement, Purchaser Purchaser, shall deposit Two Hundred Fifty Thousand Dollars promptly cause a wire transfer of immediately available funds ($250,000U.S. dollars) in an amount representing the Purchase Price, to be paid to an escrow account of the Escrow Agent set forth on Exhibit A attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrowed CashEscrow Amount”). Simultaneously with the execution and delivery of this Agreement, Sellers shall promptly deliver to the Escrow Agent the Debentures and at least five undated stock powers duly manually endorsed for transfer in blank (the "Stock Powers") and REG the Company shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of deliver to Escrow Agent the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates New Debentures registered in the name of the Purchaser and the instructions to the Company’s transfer agent (Computershare) to deliver the Converted Shares pursuant to Section 1(b). The Escrow Agent shall hold the Escrow Amount, Debentures, New Debentures and Stock Powers in escrow in accordance with Section 1(g)(ii) and (iii) below. The Company expressly waivers and requirement that the stock powers contain any signature guarantee or other third-party evidence of authenticity, and agrees to accept the same from the Escrow Agent “as-is” as delivered to the Escrow Agent by the Sellers. (ii) The Escrow Agent shall hold the Escrow Amount, the Stock Powers, the Debentures and the New Debentures delivered to the Escrow Agent pursuant to Section 1(g)(i) of this Agreement, in escrow in accordance with and subject to this Agreement until the receipt of written instructions signed by the Sellers, the Purchaser and the Company that the conditions to the Closing have been satisfied (the “Escrowed Stock” "Release Instructions"). Upon receipt of the Release Instructions, the Escrow Agent shall release to Sellers that part of the Escrow Amount constituting the Purchase Price set forth opposite Sellers’ name on column (7) of the Securities Schedule attached hereto in accordance with written wire transfer instructions received from Sellers, and shall release to Purchaser the New Debenture. The Escrow Agent shall deliver the Debentures to the Company and the Company will cancel the Purchased Debentures and re-issue certificates for the Remaining Debentures back to the Escrow Agent. Upon notice (the "Delivery Confirmation") from the Escrow Agent that the Escrow Amount, the Debentures, the New Debentures and the Stock Powers have been delivered to the Escrow Agent, the Purchaser together with the Escrowed CashSellers and the Company shall deliver the Release Instructions. If Purchaser fails to deliver the Release Instructions to the Escrow Agent within 3 business days after delivery by the Escrow Agent to Purchaser of the Delivery Confirmation, the “Sellers may, at their option, direct the Escrow Agent to deliver to the Sellers the Stock Power and the Debentures and if the Sellers deliver such instruction, contemporaneously with the delivery of the foregoing to the Sellers, the Escrow Agent shall deliver to Purchaser the Escrow Amount”. If the Sellers fail to deliver the Release Instructions to the Escrow Agent within 3 business days after the Escrow Agent has delivered the Delivery Confirmation to the Sellers, Purchaser may instruct the Escrow Agent to deliver to the Purchaser the Escrow Amount and if Purchaser delivers such instruction, contemporaneously with the delivery of the foregoing to Purchaser, the Escrow Agent shall deliver to the Sellers the Stock Power and the Debentures. (iii) into Upon delivery of an escrow account Exercise Notice to the Sellers, the Purchaser shall deliver a copy of such notice to the Escrow Agent and deliver the Option Price for the Remaining Debenture covered by such Exercise Notice to the Escrow Agent in United States Dollars in immediate available funds within three (3) business days following the “Exercise Date. Upon receipt of an Exercise Notice, the Escrow Fund”)Agent shall submit the Remaining Debentures to the Company and the Company shall re-issue a certificate for the Remaining Debentures covered by the Exercise Notice registered in the name of the Purchaser, free and clear of any claim, pledge, charge, lien and any other encumbrance whatsoever, and re-issue the balance of the Remaining Debentures, if any, in the name of the Sellers. Upon receipt by the Escrow Agent of the Remaining Debentures subject to the Exercise Notice registered in the name of the Purchasers, the Escrow Agent shall release the Remaining Debentures so purchased to the Purchaser and the Option Price to the Sellers. The exercise of the Option shall be applied pro-rata to Sellers according to the outstanding principal amount of Remaining Debentures then held by the Sellers. Following the Option Period, provided that the Escrow Agent has received no Exercise Notice during such period unless such Exercise Notices were honored in full, the Escrow Agent shall return the balance of the Remaining Debentures not subject to an Exercise Notice to the Sellers. (iv) It is expressly understood that the Escrow Agent acts hereunder as an accommodation to the Purchaser and the Sellers and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form of execution of such instruments or for the identity, authority or right of any person executing or depositing the same or for the terms and conditions of any instrument pursuant to which the Escrow Agent or the parties may act. (v) The Escrow Agent shall no have duties or responsibilities except those set forth in this Agreement and shall incur no liability, other than by its own gross negligence, willful misconduct or fraud, in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be maintained by an escrow agent reasonably acceptable genuine, and the Escrow Agent may assume that any person purporting to the parties (the “Escrow Agent”) give it any notice on behalf of any party in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”)provisions hereof has been duly authorized to do so. The Purchaser and the Sellers acknowledge that the Escrow Fund Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement and shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care beyond what Escrow Agent gives its own similar property. The Purchaser and the Sellers hereby jointly and severally agree to indemnify and save the Escrow Agent harmless from and against any and all loss, damage, claims, liabilities, judgments and other costs and expenses of every kind and nature which may be incurred by the Escrow Agent (including attorneys' fees) by reason of its acceptance of, and its performance under, this Agreement unless caused by the gross negligence, willful misconduct or fraud of the Escrow Agent. Absent the Escrow Agent's gross negligence, willful misconduct or fraud, the Escrow Agent shall be used for automatically released from all responsibility and liability under this Agreement upon the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to Agent's distribution of the extent set forth in Article VII Escrow Amount and the Escrow Agreement) shall be disbursed to Purchased Preferred Shares and the Company Purchased Warrants in accordance with the terms provisions of this Agreement. (vi) This Agreement sets forth exclusively the duties of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (vii) The Sellers and the Company shall bear an equal portion acknowledge that Escorw Agent represents the Purchaser on other legal matters and has represented the Purchaser in connection with this Agreement, and each the Sellers and the Company expressly waive any actual or potential conflict of the fees and expenses interest which may be caused by such representation or such dual roles of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG . (viii) The provisions of this Section 1(g) shall agree prior to Closing as between themselves the percentages survive any termination of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberAgreement.

Escrow. Notwithstanding anything in this Agreement to the contrary, any payment the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five Business Days after such payment becomes payable hereunder (and shall accordingly reduce the Indemnity Escrow Amount) and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, and such payment relates to a Loss for which the Indemnity Escrow Amount is not the sole recourse pursuant to Section 8.4(b), then the Selling Stockholders shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five Business Days after such amounts become payable hereunder. On the fifth anniversary of the Closing Date, Purchaser the Escrow Agent shall deposit Two Hundred Fifty Thousand Dollars release the Indemnity Escrow Amount ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed not utilized to the Company pay Purchaser for any indemnification claim or otherwise earlier released in accordance with the terms of the Escrow Agreement on Agreement) to the one year anniversary Selling Stockholders (in accordance with the directions of the Closing Date. Purchaser and Stockholder Representative), except that the Company Escrow Agent shall bear retain an equal portion of amount (up to the fees and expenses of total amount then held by the Escrow Agent, with the portion borne by the Company ) equal to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of claims for indemnification under this Article VIII asserted prior to such fifth anniversary but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser for any indemnifiable Loss made pursuant to such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article VIII and the terms of the Escrow Agreement and this Agreement applicable to such MemberAgreement.

Escrow. On If this Agreement or any matter relating hereto shall become the Closing Datesubject of any litigation or controversy, Purchaser 45 Buyer and Seller agree, jointly and severally, to hold Escrow Holder free and harmless from any loss or expense, except losses or 46 expenses as may arise from Escrow Holder's negligence or willful misconduct. If conflicting demands are made or notices 47 served upon Escrow Holder with respect to this Agreement, the parties expressly agree that Escrow is entitled to file a suit in 48 interpleader and obtain an order from the Court authorizing Escrow Holder to deposit all such documents and monies with the 49 Court, and obtain an order from the court requiring the parties to interplead and litigate their several claims and rights among 50 themselves. Upon the entry of an order authorizing such Interpleader, Escrow Holder shall deposit Two Hundred Fifty Thousand Dollars ($250,000be fully released and discharged Each party acknowledges that he/she has read, understood, and agrees to each and every provision of this page unless a particular paragraph is otherwise modified by addendum or counteroffer. Buyer's Name: Capital Homes LLC 000 Xxxxx xx Xxxx Xx. Xxxxxxxxx, XX BUYER(S) (INITIALS: / Property Address: Henderson, 89015 SELLER(S) INITIALS: / 1 from any obligations imposed upon it by this Agreement; and Escrow Holder shall not be liable for the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares sufficiency or correctness 2 as to form, manner, execution or validity of any instrument deposited with it, nor as to the identity, authority or rights of any 3 person executing such instrument, nor for failure of Buyer or Seller to comply with any of the common stock provisions of REGany 4 agreement, as adjusted for any post-Effective Date dividend, stock split, recapitalization contract or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together other instrument filed with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Holder or referred to herein. Escrow Fund”), to Holder's duties hereunder shall be maintained by an escrow agent reasonably acceptable 5 limited to the parties (the “safekeeping of all monies, instruments or other documents received by it as Escrow Agent”) Holder, and for their disposition 6 in accordance with the terms of this Agreement. In the event an Escrow Agreement action is instituted in the form attached hereto connection with this escrow, 7 in which ESCROW HOLDER is named as Exhibit B (the “Escrow Agreement”). The Escrow Fund a party or is otherwise compelled to make an appearance, all costs, expenses 8 attorney fees, and judgments ESCROW HOLDER may expend or incur in said action, shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms responsibility of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberparties 9 hereto.

Escrow. Prior to the closing date, the Shareholder shall deliver to an escrow agent, to be agreed upon by the parties, hereinafter called escrow agent a certificate evidencing ownership of an 80% equity interest in the Company duly indorsed. CFC shall deliver to the escrow agent 3,000,000 shares of its common stock as described in Section One of this agreement. The escrow shall be subject to the following terms and conditions: (1) On the Closing Date, Purchaser the escrow agent shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (deliver the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, CFC and Company's ownership interest as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth and provided in Article VII and the Escrow AgreementSection One of this agreement. (2) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the All fees and expenses of the Escrow Agent, with the portion escrow agent shall be borne equally by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be parties. (3) Additional shares received by Bunge the Shareholder with respect to shares held in escrow, as a result of stock dividends and BIG upon distribution by the Company stock splits shall be delivered to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund escrow agent and shall be reduced by the amount of any indemnifiable Loss made pursuant subject to the terms of this agreement. (4) The escrow agent shall hold the Escrow Agreement undistributed shares deposited hereunder until May 1, 2001, whereupon he shall release to the Shareholder the balance of shares remaining in escrow after adjustment as set forth in Section Seven of this agreement and payment to CFC of all of its indemnity claims, approved as hereinafter provided, except that in the event a claim that may result in indemnification hereunder remains undetermined as of May 30, 2001, as adequate number of shares shall be retained in escrow to provide for payment of such claim. (5) In the event of any claim by CFC for indemnification hereunder, CFC shall give written notice to the Shareholder thereof, and the parties shall attempt to reach agreement in respect thereto. If the parties fail to reach agreement within ten days after notice of a claim has been given, the issue shall be submitted to arbitration in accordance with the rules and requirements of the American Arbitration Association then obtaining. The decision of the arbitrator shall be final and binding on all parties, and appropriate instructions in conformity therewith shall immediately be given by the arbitrator to the escrow agent, who is authorized and directed to rely on such instructions. (6) The Shareholder shall have the right, at his own expense, to be represented by counsel of his own choice in connection with the defense of any claim which may be brought against Company in respect to which CFC may be entitled to indemnification under this Agreement applicable agreement. In the event of any such claim, CFC shall give prompt written notice thereof to the Shareholder. If, after having received such Membernotice, the Shareholder elects not to participate in the defense of such claim, they shall be bound by the result obtained by CFC in defense thereof.

Escrow. On (a) Concurrently with the Closing Dateexecution of this Agreement, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) to secure the Buyer's covenants, agreements and obligations hereunder, certain of the Buyer's affiliates (the “Escrowed Cash”"Buyer Affiliates") and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares shall, on behalf of the common Buyer, deposit (i) $2,000,000 and (ii) the Escrow Shares duly endorsed in blank or accompanied by stock powers or other instruments of REGtransfer duly executed in blank, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into escrow pursuant to an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement agreement in the form attached hereto set forth as Exhibit B 1.2-A hereto (the “"Escrow Agreement”"). The Escrow Fund In addition, concurrently with the execution of this Agreement, each of the Buyer Affiliates shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses execute and deliver to the extent Seller a letter in the form and substance as set forth in Article VII Exhibit 1.2-B attached hereto. The Buyer hereby represents and warrants to the Seller that the respective Buyer Affiliate has good and marketable title to the Escrow Shares so deposited into escrow by such Buyer Affiliate and that the Escrow Shares shall be deposited into escrow free and clear of all Liens or claims whatsoever. (b) Such $2,000,000 and the Escrow Shares shall be held by the Escrow Agent (as defined in the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made released only pursuant to the terms and conditions of the Escrow Agreement. The Seller and the Buyer agree that such $2,000,000 (including any interest earned thereon) and the Escrow Shares shall be immediately released and paid to the Seller as liquidated damages in the event that the Agreement is terminated prior to the Closing solely as a result of a breach or default by the Buyer under this Agreement. The Seller and the Buyer also agree that such $2,000,000 (including any interest earned thereon) and the Escrow Shares shall be immediately released to the Buyer Affiliates if this Agreement applicable is terminated prior to the Closing for any other reason. The Seller and the Buyer also agree that such Member$2,000,000 (including any interest earned thereon) and the Escrow Shares shall be released contemporaneously with the Closing as the parties mutually agree in a manner to facilitate the Closing as contemplated hereby. Each of the Seller and the Buyer shall promptly execute and deliver to the Escrow Agent joint written instructions consistent with the foregoing agreements.

Escrow. On Notwithstanding any provision of this Agreement to the contrary, the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REGTransaction contemplated hereunder shall be completed in escrow, as adjusted for any post-Effective Date dividendwith Michael A. Littman, stock splitEsq., recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company acting ax xxxxxx xxxxx (the “Escrowed Stock” and together with the Escrowed Cash, the “xxe "Escrow Amount”) into an escrow account (the “Escrow Fund”Agent"), to and shall take place at his office and any funds and all documents delivered in escrow shall be maintained held and disposed of by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) Agent in accordance with the terms and provisions of an a certain escrow agreement by and among Seller, Buyer and Escrow Agreement Agent, in substantially the form attached hereto as Exhibit B A (the “"Escrow Agreement”)") and this Agreement. The Escrow Fund Agreement shall be used executed and delivered by Seller, Buyer and Escrow Agent (as defined below). In furtherance of the foregoing, the following shall apply: (a) In lieu of delivering the Purchase Price to Seller as provided for in Section 1.3, Buyer shall deliver or cause to be delivered, at or prior to Closing, to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the aggregate amount of $400,000 representing the Purchase Price. (b) In lieu of delivering to Buyer certificates for the purpose specified Shares and the original Notes provided for in Section 1.4, Seller shall deliver or cause to be delivered to Escrow Agent, at or prior to Closing, for deposit into escrow pursuant to the Escrow Agreement, certificate(s) registered in the name of the Seller representing the Shares, accompanied by stock powers duly endorsed in blank with a medallion signature guarantee by a national bank, and the original Notes together with a duly executed acceptable assignment. Prior to or at Closing, Seller shall also deliver to Escrow Agent certificates registered in the name of the Seller representing an additional 600,000 shares of the Company's common stock ("Escrow Shares"), together with stock powers duly endorsed in blank with medallion signature guarantee, to be deposited in escrow and held in accordance with Section 1.6(c) below. (c) At such time as all of the conditions precedent to Closing under Article VII hereinhereof have been satisfied by the respective parties, and no party shall be in breach of any term, warranty, representation, covenant or agreement applicable to it or him, and each party shall have made all deliveries required by each of them under this Agreement, the parties hereto shall provide written notice to Escrow Agent directing that the funds and documents deposited in escrow be disposed of in accordance with the Escrow Agreement and the terms of this Agreement; provided, however, that the Escrow Agent shall retain the Escrow Shares in escrow to satisfy any indemnification obligations of Seller under Section 8.2 hereof and under the Assumption Agreement (as defined in Sec- tion 7.3(d) hereof) ("Indemnity Escrow"). The Escrow Fund On the date forty-five (less any amounts for indemnifiable Losses 45) days following the Closing Date, to the extent set forth in Article VII that the Indemnity Escrow has not been and is not the subject of an indemnification claim under Section 8.2 hereof or under the Assumption Agreement, the Indemnity Escrow shall be released to the Seller. (d) Buyer agrees to wire transfer a total sum of $30,000 (the "Deposit") to Escrow Agent upon execution and delivery of this Agreement and the Escrow Agreement) shall , with the Deposit to be disbursed to the Company held in escrow in accordance with the terms of and conditions set forth in this Agreement and the Escrow Agreement on Agreement. The Deposit shall be refunded and paid to Buyer in the one year anniversary event that the Transaction fails to close for any reason (other than solely as a result of Buyer's failure to satisfy the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior conditions precedent to Closing that are applicable to it under Section 7.2 or as between themselves the percentages a result of Escrowed Cash and Escrowed Stock to be received a material breach or inaccuracy of any representation, warranty, agreement or covenant by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund Buyer under this Agreement). The Deposit shall be reduced by paid to Seller in the amount event that the Transaction fails to close solely as a result of Buyer's failure to satisfy the conditions precedent to Closing that are applicable to it under Section 7.2 or solely as a result of a material breach or inaccuracy of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and representation, warranty, agreement or covenant by Buyer under this Agreement applicable to such MemberAgreement.

Escrow. On As security for the Closing Datefaithful performance of the terms of this Agreement and to insure the availability for delivery of the Shares upon exercise of the Purchase Option, Purchaser shall hereby delivers for deposit Two Hundred Fifty Thousand Dollars ($250,000) (with the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares Secretary of the common stock of REGCompany, or such other person designated by the Company, as adjusted for any post-Effective Date dividendescrow agent in this transaction ("Escrow Agent"), two stock split, recapitalization assignments duly endorsed (with date and number of shares blank) together with the certificate or reorganization certificates evidencing the Shares. Such documents are to be held by REG the Escrow Agent and delivered by delivery of stock certificates in the name Escrow Agent pursuant to the following instructions of the Company and Purchaser: (a) In the “Escrowed Stock” event the Company exercises the Purchase Option, Purchaser and together with the Escrowed Cash, Company hereby irrevocably authorize and direct the “Escrow Amount”) into an escrow account (Agent to execute the “Escrow Fund”), to be maintained transaction contemplated by an escrow agent reasonably acceptable to any notice of exercise of the parties (the “Escrow Agent”) Purchase Option in accordance with the terms of an such notice and this Agreement. (b) In connection with such transaction the Escrow Agreement Agent is directed to (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the form attached hereto number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the Option Purchase Price. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said Shares as Exhibit B described in this Agreement. Purchaser irrevocably constitutes and appoints the Escrow Agent as Purchaser's attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon the “expiration or termination of the Purchase Option as to the Shares as provided in this Agreement, the Escrow Agreement”)Agent will deliver to Purchaser the certificate or certificates representing such Shares and the escrow shall thereafter terminate as to such Shares. (e) If at the time of termination of this escrow the Escrow Agent has possession of any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser, and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Agent hereunder shall terminate if the Secretary of the Company shall cease to be the Secretary or if the Escrow Agent shall resign by written notice to each party. The In the event of any such termination, the Company shall appoint a successor Escrow Fund Agent. In the absence of such appointment, the President of the Company shall be used the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a court order, decree, or judgment, if applicable, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to of executing the extent instructions set forth in Article VII this Section 10 and the Escrow does not otherwise become a party to this Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On With respect to each Purchaser that has not agreed to wire its Subscription Amount directly to the Closing DateCompany: (i) Simultaneously with the execution and delivery of this Agreement by such Purchaser, such Purchaser shall deposit Two Hundred Fifty Thousand Dollars promptly cause a wire transfer of immediately available funds ($250,000U.S. dollars) (the “Escrowed Cash”) and REG shall deposit Ninetyin an amount representing such Purchaser’s Subscription Amount to be paid to a non-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an interest bearing escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties of Lxxxxxxxxx Xxxxxxx PC (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as Exhibit B (the “Escrow AgreementAmount”). The Escrow Fund Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.17, in which case, if the Escrow Agent then holds any portion of the Escrow Amount, then: (1) in the event of a termination by the Company, the Escrow Agent shall return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and the Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company and the Lead Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agents, the fees payable to such Placement Agents (which fees shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII such instructions), and (2) the balance of the aggregate purchase price to the Company. (iii) The Company and the Purchasers contributing to the Escrow Agreement) Amount acknowledge and agree for the benefit of the Escrow Agent (which shall be disbursed deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the Purchasers or Placement Agents of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Lead Placement Agent directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the terms written instructions from the Company and the Lead Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the one year anniversary part of the Closing Date. Purchaser Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the Company opinion or advice of such counsel in any instance shall bear an equal portion be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agents in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agents including, without limitation, with regard to any dispute arising out of this Agreement, the portion borne by the Company to be deducted from other Transaction Documents, the Escrow FundAmount or any other matter. Bunge The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agents in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and BIG hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall agree have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agents and the Purchasers at least ten (10) calendar days prior to Closing as between themselves the percentages specified effective date of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members such resignation. All obligations of the Escrow FundAgent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; providedor (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agents and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Lead Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a Member’s percentage court of competent jurisdiction, joint written instructions from the Company, the Lead Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Fund Amount, and shall be reduced have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the amount Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of any indemnifiable Loss made pursuant to or in connection with the terms Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Agreement Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Agreement applicable to such MemberSection 2.1(d) shall survive any termination of this Agreement.

Escrow. On Escrow Agent shall hold the Closing DateFund and documents in escrow, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares dispose of the common stock of REGFund, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” pro rate revenues and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) expenses and deliver documents only in accordance with the terms following provisions: (a) Simultaneously with the full execution of this Agreement, Purchaser and Seller opened an escrow (the "Escrow") with Xxxxx, Xxxxxx, Xxxx & Xxxxxxxxxx, P.A. (the "Escrow Agreement in Agent"), whose address is 000 X. Xxxxxxx Boulevard, Suite 1000, Tampa, FL 33602, by delivering to Escrow Agent the Initial Deposit. Within two days after the full execution of this Agreement, the parties shall deliver to Escrow Agent a fully executed copy of this Agreement. The purchase and sale of the Property shall be completed through the Escrow. This Agreement, together with the standard form provisions of Escrow Agent, which are attached hereto as Exhibit B Schedule "7", shall constitute joint escrow instructions to Escrow Agent in connection with the Escrow. In the event of any inconsistency between the provisions of this Agreement (other than Schedule "7") and the “provisions of Schedule "7", the former shall prevail. Purchaser and Seller hereby agree to execute such additional instructions not inconsistent with this Agreement as may be reasonably required by Escrow Agent. (b) At the Closing, the Escrow Agent shall do the following: (i) Prorate all matters in accordance with Section 3, above, based on the latest available information and obtain Seller's and Purchaser's approval of those prorations; (ii) Cause the Deed and the Prudential Lease Memorandum to be recorded; (iii) Disburse all funds deposited with Escrow Agent by Purchaser in payment of the Purchase Price for the Property as follows: A. Deduct the amount of items chargeable to the account of Seller pursuant to this Agreement”). The ; B. Disburse to Seller's Broker its commission relating to the sale of the Premises in accordance with a separate agreement, a copy of which was delivered to Escrow Fund Agent and the initial commission relating to the Prudential Lease (but not any commissions owed on the Prudential Lease after the commencement date of the Prudential Lease, which commissions shall be used for the purpose specified responsibility of Purchaser); C. The remaining balance of the funds deposited by Purchaser in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) in payment of the Purchase Price shall be disbursed to Seller pursuant to its demand; (iv) Deliver to Seller the Company following documents: Original counterparts of the Bill of Sale, the A&A Agreements, the Prudential Lease, and any other documents executed by Purchaser pursuant to Section 12 hereof. (v) Deliver or cause to be delivered to Purchaser the marked up Title Commitment referenced in Section 11 above and the following documents: A photostat copy of the Deed and original counterparts of the Bill of Sale, the A&A Agreements, the Prudential Lease, and any other documents executed by Seller pursuant to Section 11 hereof. (c) The costs incidental to the Closing shall be paid as follows: (i) Seller shall pay: (A) Fifty percent (50%) of the Documentary Stamps due on the Deed; (B) Fifty percent (50%) of the premium (at promulgated rates) and Fifty percent (50%) of all search fees for the Title Commitment and the owner's title policy issued pursuant thereto; (C) Fifty percent (50%) of the cost of the Survey; (D) the cost of recording the Deed; and (E) Fifty percent (50%) of the sales tax due, if any, on the transfer of the Personal Property. (ii) Purchaser shall pay: (A) Fifty percent (50%) of the premium (at promulgated rates) and Fifty percent (50%) of all search fees for the Title Commitment and the owner's title policy issued pursuant thereto; (B) Fifty percent (50%) of the cost of the Survey; (C) Fifty percent (50%) of the Documentary Stamps due on the Deed; and (D) Fifty percent (50%) of the sales tax due, if any, on the transfer of the Personal Property. (iii) Purchaser and Seller shall each pay their own legal fees and other incidental expenses incurred in connection with the transaction contemplated by this Agreement. (iv) Purchaser shall pay all documentary stamps, intangible taxes, and recording fees on any note, mortgage or document evidencing a security interest executed in connection with placement of debt on the Premises and any lender's title insurance policy ($250.00) and any title insurance endorsements required by lender (at promulgated rates). (v) Any other costs or expenses in connection with the transaction contemplated by this Agreement shall be apportioned in the manner customary in similar real estate transactions in Xxxxx County, Florida. (d) Escrow Agent shall deliver the Fund to Seller or Purchaser, as the case may be, as follows: (i) to Seller, upon completion of the Closing; or (ii) to Seller, after receipt of Seller's demand in which Seller certifies either that (A) Purchaser failed to pay the Purchase Price at the Closing, (B) Purchaser has otherwise defaulted under this Agreement and did not cure such default after notice as provided in Section 16(b) hereof, or (C) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Fund; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller's demand to Purchaser in accordance with Section 20(e)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Purchaser within such ten (10) day period; or (iii) to Purchaser, after receipt of Purchaser's demand in which Purchaser certifies either that (A) Seller is unable to deliver title to the terms Premises as required hereby, (B) Seller has otherwise defaulted under this Agreement and did not cure such default after notice as provided in Section 17(c) hereof, or (C) this Agreement has been otherwise terminated or cancelled, and Purchaser is thereby entitled to receive the Fund; but Escrow Agent shall not honor Purchaser's demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser's demand to Seller in accordance with Section 20(e)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Fund, Xxxxxx Agent shall be relieved of all liability hereunder and with respect to the Fund. Escrow Agreement Agent shall deliver the Fund, at the election of the party entitled to receive the same, by (i) a good, unendorsed trust account check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. (i) Upon receipt of a written demand from Seller or Purchaser under Section 20(d)(ii) or (iii), Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Fund to the party making such demand by giving a notice of objection (a "Notice of Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, Escrow Agent may elect either (A) to continue to hold the Fund until Escrow Agent receives a written agreement of Purchaser and Seller directing the disbursement of the Fund, in which event Escrow Agent shall disburse the Fund in accordance with such agreement; and/or (B) to take any and all actions as Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Fund into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding; and/or (C) in the event of any litigation between Seller and Purchaser, to deposit the Fund with the clerk of the court in which such litigation is pending. (ii) If Escrow Agent is uncertain for any reason whatsoever as to its duties or rights hereunder (and whether or not Escrow Agent has received any written demand under Section 20(d)(ii) or (iii), or Notice of Objection under Section 20(b)(i)), notwithstanding anything to the contrary herein, Escrow Agent may hold and apply the Fund pursuant to Section 20(e)(i)(A),(B) or (C) and may decline to take any other action whatsoever. In the event the Fund is deposited in a court by Escrow Agent pursuant to Section 20(e)(i)(B) or (C), Escrow Agent shall be entitled to rely upon the decision of such court. In the event of any dispute whatsoever among the parties with respect to disposition of the Fund, Purchaser and Seller shall pay the attorney's fees and costs incurred by Escrow Agent (which said parties shall share equally, but for which said parties shall be jointly and severally liable) for any litigation in which Escrow Agent is named as, or becomes, a party. (f) Notwithstanding anything to the contrary in this Agreement, within one (1) business day after the date of this Agreement, Escrow Agent shall place the Funds in an Approved Investment. The interest, if any, which accrues on such Approved Investment shall be deemed part of the one year anniversary Fund; and Escrow Agent shall dispose of such interest as and with the Fund pursuant to this Agreement. Escrow Agent may not commingle the Fund with any other funds held by Escrow Agent. Escrow Agent may convert the Fund from the Approved Investment into cash or a non-interest-bearing demand account at an Approved Institution as follows: (i) at any time within three (3) days prior to the Closing Date; or (ii) if the Closing Date is accelerated or extended, at any time within three (3) days prior to the accelerated or extended Closing Date (PROVIDED, HOWEVER, that Seller and Purchaser shall give Escrow Agent timely notice of any such acceleration or extension and that Escrow Agent may hold the Fund in cash or a non-interest-bearing deposit account if Seller and Purchaser do not give Escrow Agent timely notice of any such adjournment). (g) As used herein, the term "Approved Investment" means (i) any interest-bearing demand account or money market fund in First Union National Bank of Florida, N. A. branch located in the City of Tampa or in any other institution otherwise approved by both Seller and Purchaser (collectively, an "Approved Institution"), or (ii) any other investment approved by both Seller and Purchaser. Purchaser The rate of interest or yield need not be the maximum available and deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall be made in the Company shall bear an equal portion sole discretion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fundwhich shall have no liability whatsoever therefor. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund Discounts earned shall be reduced by deemed interest for the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberpurpose hereof.

Escrow. (i) On the Closing Effective Date, Purchaser MKHD shall deposit Two Hundred Fifty Thousand Dollars with the Escrow Agent any and all cash obtained from MKHD’s Interim Financing efforts, not already held by the Escrow Agent ($250,000the “Escrowed Funds”) (the “Escrowed CashConsideration”) and REG shall deposit Ninetyto be held in a non-Seven Thousand Five Hundred Sixtyinterest-One (97,561) shares of the common stock of REGbearing escrow account, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account if applicable (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow AgentAccount”) in accordance with the terms of an Escrow Agreement Agreement, to be released to MKHD immediately upon the Closing; and (ii) On the Closing Date, MKHD and the MKHD Controlling Shareholders shall deliver to the Escrow Agent the share certificates and/or book entry shares representing the Claw Back Equity (as defined under Schedule [ ]) along with stock powers, in the form attached hereto as Exhibit B [__], executed by each such MKHD Controlling Shareholders (the “Escrow AgreementStock Powers”). The , in blank, to FRMB, to hold such Stock Powers with it until such time as the Claw Back Equity may be released from the Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent Account as set forth in Article VII Subsection (e) below. The MKHD Controlling Shareholders further hereby irrevocably constitute and appoint the Escrow Agreement) shall be disbursed MKHD chief executive officer or any other representative designated by the Board of Directors, as their attorney-in-fact and agent, to execute with respect to such Claw Back Equity all documents necessary or appropriate to effect the Company surrender and transfer of the Claw Back Equity in accordance with the terms of this Agreement until such time as the Claw Back Equity may be released from the Escrow Account as set forth in Subsection (e) below. “Escrow Agreement” shall mean the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser entered into by and among FRMB, MKHD, and the Company shall bear an equal portion of the fees MKHD Controlling Shareholder, and expenses of the Escrow Agent, Agent with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company respect to the Members of Escrowed Consideration and the Escrow Fund; providedClaw Back Equity, that a Member’s percentage of substantially in the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.form attached hereto as Exhibit B.

Escrow. On the Closing DateAs security for an Employee Shareholder's or a Restricted Stock Grant Recipient's faithful performance of this Agreement, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares that Employee Shareholder or Restricted Stock Grant Recipient agrees, immediately upon receipt of the common stock of REGcertificate(s) evidencing the Omneon Shares, as adjusted for any post-Effective Date dividendto deliver such certificate(s), stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed CashStock Powers and Spouse Consents executed by that Employee Shareholder or Restricted Stock Grant Recipient and by that Employee Shareholder's or Restricted Stock Grant Recipient's spouse, if any (with the “Escrow Amount”) into an escrow account date, transferee, stock certificate number and number of Omneon Shares left blank), in the forms of Exhibit G and H hereto, to the Secretary of Omneon or other designee of Omneon (the “"Escrow Fund”Holder"), who is hereby appointed to be maintained by an hold such certificate(s) and Stock Powers in escrow agent reasonably acceptable and to the parties (the “Escrow Agent”) take all such actions and to effectuate all such transfers and/or releases of such Omneon Shares as are in accordance with the terms of an this Agreement. Escrow Holder will act solely for Omneon as its agent and not as a fiduciary. Each Employee Shareholder, each Restricted Stock Grant Recipient and Omneon agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the form attached hereto as Exhibit B (duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the “Escrow advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement”). The Escrow Fund shall Omneon Shares will be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms released from escrow upon termination of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberForfeiture Contingency.

Escrow. On Unless Purchaser is a Section 2.1(c)(iii) Purchaser, concurrent with the Closing Datesigning hereof, (i) each Purchaser shall deposit Two Hundred Fifty Thousand Dollars has ($250,000A) (deposited the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REGSubscription Amount with American Stock Transfer & Trust Company, LLC, as adjusted for Escrow Agent (“AST” and, collectively with any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed CashCustodians, the “"Escrow Amount”) into an escrow account (the “Escrow FundAgent”), pursuant to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an that certain Escrow Agreement (in the form attached hereto as Exhibit B I) between the Company and AST (as it may be amended or otherwise modified from time to time, the “AST Escrow Agreement”). The , and collectively with any Custodian Agreements, the "Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund Agreement”) or (less any amounts for indemnifiable Losses B) segregated cash equal to the extent Subscription Amount in an account with a custodian (a “Custodian”) of funds held on behalf of an “investment company” under the Investment Company Act of 1940, as amended, pursuant to binding escrow instructions (“Custodian Agreements”) for release of such funds by such Custodian to the Company, at the direction of the Company, upon the satisfaction of conditions set forth in Article VII the AST Escrow Agreement, and (ii) the Company has issued instructions to the Transfer Agent authorizing the issuance, in book-entry form, of the number of Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature page hereto, that such Purchaser will receive Preferred Shares in certificated form, then the Company shall instead instruct the Transfer Agent to issue such specified Preferred Shares in certificated form (the "Stock Certificates”), or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto) concurrent with the Escrow Agent’s release of the Subscription Amount to the Company pursuant to the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On If the Closing DatePurchaser has provided a Note for exercise of the Shares, as security for Purchaser's faithful performance of this Exercise Agreement, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares agrees, immediately upon receipt of the common stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any (with the date and number of REGShares left blank), as adjusted for any post-Effective Date dividend, stock split, recapitalization to the Secretary of the Company or reorganization by REG by delivery of stock certificates in the name other designee of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”"ESCROW HOLDER"), who is hereby appointed to be maintained by an hold such certificate(s) and Stock Powers in escrow agent reasonably acceptable and to the parties (the “Escrow Agent”) take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow this Exercise Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the fees and expenses of the Escrow AgentHolder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with the portion borne by the Company any signature purported to be deducted from genuine and may rely on the Escrow Fund. Bunge advice of counsel and BIG shall agree prior to Closing as between themselves the percentages obey any order of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company any court with respect to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced transactions contemplated by the amount of any indemnifiable Loss made pursuant this Exercise Agreement. The Shares will remain in escrow so long as they are subject to the terms of the Escrow Agreement and this Agreement applicable to such MemberPledge Agreement. 7. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (a) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISOR THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. IN ADDITION TO THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY TO ANY PARTICIPANT OR ANY OTHER PERSON IF AN OPTION DESIGNATED AS AN INCENTIVE STOCK OPTION FAILS TO QUALIFY AS SUCH AT ANY TIME OR IF AN OPTION IS DETERMINED TO CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE MEANING OF SECTION 409A OF THE CODE AND THE TERMS OF SUCH OPTION DO NOT SATISFY THE ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE AND SECTION 7 OF THE PLAN.

Escrow. The following terms shall apply to the Escrow Amount: (i) If, prior to final release of the Escrow Amount to the Stockholder, the Stockholders become finally obligated to make payments in respect of any Damages pursuant to this Article VII and such obligation is not in dispute, then, subject to the provisions of this Section 7.5, Flotek and the Stockholders’ Representative shall promptly (but in any event within five Business Days of such obligation arising (or, if later, ceasing to be in dispute)) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release the amount pursuant to such obligation (up to a maximum amount equal to the Escrow Amount then on deposit in the Escrow Account) from the Escrow Account to the Flotek Indemnified Party within three (3) Business Days of receipt of such joint written instructions. (ii) To the extent the Stockholders are obligated to make payments in respect of any Damages pursuant to this Article VII, such Damages shall be satisfied first by the release to the Flotek Indemnified Party from the Escrow Account of the amount payable by the Stockholders, fifty percent (50%) in cash and fifty percent (50%) in Flotek Shares, with Flotek Shares valued for such purpose at the Closing Stock Value. To the extent the Escrow Amount then on deposit in the Escrow Account is insufficient to fully satisfy any such Indemnified Amount, then, subject to the provisions of this Section 7.5, any remaining payments that the Stockholders are obligated to make shall be payable directly by the Stockholders pursuant to Section 7.2. (iii) On the Closing Escrow Interim Release Date, Purchaser Flotek and the Stockholders’ Representative shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable issue joint written instructions to the parties Escrow Agent instructing the Escrow Agent to release to the Stockholders from the Escrow Account within three Business Days of receipt of such joint written instructions $5,000,000 minus (A) the “amount, if any, of such Escrow Agent”) Amount that the Escrow Agent has released in accordance with this Agreement and the terms of an Escrow Agreement as of such date, (B) the amount, if any, of such Escrow Amount that the Escrow Agent has been instructed to release in accordance with this Agreement and the Escrow Agreement but has not actually released as of such date and (C) if any Flotek Indemnified Party has on or prior to such date asserted in good faith a Claim with respect to any Damages, a reasonable reserve amount (as determined by Flotek). Any amounts released pursuant to this Section 7.5(iii) shall be released in the form attached hereto as Exhibit B of 50% cash (among the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified Stockholders pro rata in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses proportion to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms total amount of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock cash to be received by Bunge each of them under Section 3.1(a) above) and BIG upon distribution by 50% Flotek Shares (among the Company Stockholders pro rata in proportion to the Members total number of Flotek Shares to be received by each of them under Section 3.1(a) above), based on a valuation of the Flotek Shares at the Closing Stock Value. (iv) On the Escrow Final Release Date, Flotek and the Stockholders’ Representative shall issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Stockholders from the Escrow Account within three Business Days of receipt of such joint written instructions (A) the Escrow Amount then on deposit in the Escrow Account, if any, minus (B)(1) the amount, if any, of such Escrow Amount that the Escrow Agent has been instructed to release in accordance with this Agreement and the Escrow Agreement but has not actually released as of such date and (2) if any Flotek Indemnified Party has on or prior to such date asserted in good faith a Claim with respect to any Damages, a reasonable reserve amount (as determined by Flotek). The cash to be released under this Section 7.5(iv) shall be distributed among the Stockholders pro rata in proportion to the total amount of cash to be received by each of them under Section 3.1(a) above) and the Flotek Shares to be released under this Section 7.5(iv) shall be distributed among the Stockholders pro rata in proportion to the total number of Flotek Shares to be received by each of them under Section 3.1(a) above). (v) Following resolution from time to time of any Claim for which a reserve of a portion of the Escrow Fund; providedAmount then on deposit was established as described in Sections 7.5(e)(iii), that a Member’s percentage of Flotek and the Stockholders’ Representative shall execute and deliver to the Escrow Fund Agent joint written instructions instructing the Escrow Agent to release such reserve amount from the Escrow Account to the Stockholders, the Flotek Indemnified Parties, or both, as appropriate for the resolution of such Claim within three Business Days of receipt of such joint written instructions. (vi) If Flotek or the Stockholders’ Representative shall fail to timely execute and deliver joint written instructions when required hereunder, the Stockholders’ Representative or Flotek, respectively, shall be reduced by entitled to seek an order, judgment or decision that will enable the amount of any indemnifiable Loss made pursuant Escrow Agent to distribute to the terms of Stockholders or the Flotek Indemnified Party, as applicable, the Escrow Agreement Amount to which it is entitled and this Agreement applicable to seek Damages from Flotek or the Stockholders, as applicable, as a result of such Memberfailure to comply herewith.

Escrow. On In lieu of delivering to such holders Certificates for the Closing Datefull number of shares of TKOG Common Stock provided for in Sections 2.7(a), Purchaser (b), and (c), TKOG shall deposit Two Hundred Fifty Thousand Dollars deliver ($250,000A) to each such holder one or more Certificates, registered in the name of such holder, for a number of shares of TKOG Common Stock equal to 90% of the total number of shares of TKOG Common Stock otherwise to be delivered to such holder pursuant to this Section 2.8; and (B) to Star Bank, N.A. as escrow agent (the “Escrowed Cash”"ESCROW AGENT") and REG shall for deposit Ninety-Seven Thousand Five Hundred Sixty-One into the escrow fund (97,561the "ESCROW FUND") shares of provided for in the common stock of REGescrow agreement in the form attached as Exhibit 2.8 hereto (the "ESCROW AGREEMENT"), as adjusted for any post-Effective Date dividendto secure the indemnity obligations under Section 11.2, stock splitone or more Certificates, recapitalization or reorganization by REG by delivery of stock certificates registered in the name of the Company Escrow Agent, a number of shares of TKOG Common Stock equal to 10% of the total number of shares of TKOG Common Stock otherwise to be delivered pursuant to this Section 2.8 (with any fraction of a share being rounded down to the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”nearest whole share), to all of which will be maintained held as part of the Escrow Fund and disposed of by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) Agent in accordance with the terms provisions of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund Agreement is incorporated herein by reference and shall be used considered part of this Agreement. By voting for or failing to dissent from the purpose specified in Article VII herein. The Escrow Fund approval of this Agreement, each Company Shareholder automatically and without any further act or deed irrevocably agrees that: (less any amounts for indemnifiable Losses to A) such Company Shareholder accepts and shall be bound by the extent set forth in Article VII terms and provisions of the Escrow Agreement; and (B) shall be disbursed to Xxxxxxxxx Xxxxx is appointed Shareholder Representative (the Company in accordance with the terms "SHAREHOLDER REPRESENTATIVE") for purposes of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser with all rights, powers and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of authority provided for in the Escrow Agreement and this that any action taken by the Shareholder Representative pursuant to the Escrow Agreement applicable shall be conclusive, valid, binding and enforceable with respect to each such MemberCompany Shareholder.

Escrow. On (a) At the Closing DateClosing, the Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000will withhold 400,000 of the Exchange Shares in accordance with Section 2.6(a) (rounded down to the “Escrowed Cash”nearest whole number of shares to be issued to such Corporation Stockholder) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One deliver such shares (97,561the "Escrow Shares") shares of to Borden Ladner Gervais LLP (the common stock of REG"Escrow Agent"), as adjusted escrow xxxxx, xx xx xxxx xx Escrow Agent as collateral for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery the Corporation's indemnification obligations under Article 10 and pursuant to the provisions of stock certificates in the name of the Company an escrow agreement (the “Escrowed Stock” and together with "Escrow Agreement") in a form to be mutually agreed by the Escrowed Cashparties hereto prior to Closing and, the “Escrow Amount”) into an escrow account (the “Escrow Fund”)upon such agreement, to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B 2.7. (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreementb) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant Subject to the terms of the Escrow Agreement, the Escrow Shares will be held by the Escrow Agent from the Closing until the dates set forth in the Escrow Agreement (the "Escrow Period"). Any shares of Purchaser Common Stock or other equity securities issued or distributed by the Purchaser (including securities issued upon a Capital Change) with respect to the Escrow Shares in the Escrow Period shall be added to and this Agreement applicable considered part of the Escrow Shares. Cash dividends on the Escrow Shares shall be deposited with the Escrow Agent until release thereof pursuant to the Escrow Agreement. The Escrow Shares withheld from each Corporation Stockholder will be represented by a certificate or certificates issued in the name of the Escrow Agent. Each Corporation Stockholder shall be shown as the record owner on the Purchaser's books and records of such Membernumber of Escrow Shares.

Escrow. On (a) Holder hereby authorizes and directs the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares Secretary of the common stock Company, or such other person designated by the Company, to transfer the Unreleased Shares as to which the Forfeiture Option is effective from Holder to the Company. (b) To insure the availability for delivery of REGHolder's Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as adjusted for any postits attorney-Effective Date dividendin-fact to sell, stock splitassign and transfer unto the Company, recapitalization or reorganization by REG by delivery such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of stock certificates in this Agreement, deliver and deposit with the name Secretary of the Company (Company, or such other person designated by the “Escrowed Stock” and Company, the share certificates representing the Unreleased Shares, together with the Escrowed Cashstock assignment duly endorsed in blank, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). B. The Escrow Fund Unreleased Shares and stock assignment shall be used for held by the purpose specified Secretary in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses escrow, pursuant to the extent set forth Joint Escrow Instructions of the Company and Holder attached as Exhibit C hereto, until the Forfeiture Restriction becomes effective as provided in Article VII Section 3.1, until such Unreleased Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unreleased Shares, the escrow agent shall promptly deliver to the Holder the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Holder, and the Escrow Agreement) escrow agent shall be disbursed to the Company in accordance with the terms discharged of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fundall further obligations hereunder; provided, however, that a Member’s percentage of the Escrow Fund escrow agent shall be reduced by the amount of any indemnifiable Loss made nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the terms Shares in escrow and while acting in good faith and in the exercise of the Escrow Agreement and this Agreement applicable to such Memberits judgment.

Escrow. On At the Closing Date, Purchaser the parties shall deposit Two Hundred Fifty Thousand Dollars $1,200,000 in cash ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REGsuch cash, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, all earnings thereon is referred to as the “Escrow AmountCash”) into ), deducted from the total Merger Consideration otherwise payable to each of the shareholders of ProMed Company on a pro-rata basis, in an escrow account (“Indemnification Escrow Account”) to be held in such Indemnification Escrow Agreement during the period ending two (2) years from the Effective Date (“Escrow FundPeriod”), pursuant to be maintained the terms of an escrow agreement (“Escrow Agreement”) negotiated prior to the Closing by ProMed Company, the Representative (as defined in Section 1.16(a) and Holdings, with an escrow agent reasonably mutually acceptable to the parties (the “Escrow Agent”). The Indemnification Escrow shall provide a source of funds for the indemnity obligations set forth in Section 7.2(a) of this Agreement and, to the extent provided in accordance with Section 7.6, the terms indemnity obligations set forth in Section 7.2(a) of an Escrow Agreement in the form attached hereto as Exhibit B agreement and plan of reorganization for the ProMed Pomona Acquisition (the “Escrow ProMed Pomona Acquisition Agreement”). The Indemnification Escrow Account established pursuant to this Section 1.15 and the indemnification escrow account established pursuant to Section 1.15 of the ProMed Pomona Acquisition Agreement shall be collectively referred to as the “Indemnification Escrow Fund”. Except for those claims set forth in Sections 7.2(b) and Section 7.4 of the Agreement and Sections 7.2(b) and 7.4 of the ProMed Pomona Acquisition Agreement, the Indemnification Escrow Fund shall be used the exclusive source of indemnity funds for claims of Holdings, Holdings Subsidiary and Surviving Corporation or their respective directors, officers, employees, agents and affiliates. Subject to Article 7, (i) on the purpose specified first business day following the first anniversary of the Effective Date, the Escrow Agent shall deliver 25% of the Escrow Cash in Article VII herein. The the Indemnification Escrow Fund (Account, less any such amounts applied in satisfaction of a claim for indemnifiable Losses indemnification and any amounts reserved against pending claims related to the extent indemnification obligations set forth in Article VII 7 and the Escrow Agreement) shall be disbursed claims related to the Company indemnification obligations in accordance with the terms ProMed Pomona Acquisition, to each of ProMed Company’s former shareholders, after giving effect to the Merger (“Former Shareholders”) in the same proportions as initially deposited in the Indemnification Escrow Account, and (ii) on the first business day following the conclusion of the Escrow Agreement on Period, the one year anniversary Escrow Agent shall deliver the remaining Escrow Cash in the Indemnification Escrow Account, less any such amounts applied in satisfaction of a claim for indemnification and any amounts reserved against pending claims related to the indemnification obligations set forth in Article 7 and claims related to the indemnification obligations in the ProMed Pomona Acquisition, to each of the Closing Date. Purchaser and Former Shareholders in the Company shall bear an equal portion of same proportions as initially deposited in the fees and expenses of the Indemnification Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberAccount.

Escrow. On (A) At the Closing, pursuant to an Escrow Agreement to be entered into by the parties substantially in the form of Exhibit 2.3, a portion of the Merger Consideration as shall be equal to FIVE HUNDRED THOUSAND ($500,000) DOLLARS (the "Escrow Deposit"), based upon the valuation described in Section 3.1(a) below, shall be delivered by Buyer, on behalf of the Seller, to CoreStates Bank, N.A., as escrow agent (the "Escrowee"). The Escrow Deposit shall be held to pay post-Closing adjustments and to indemnify against any claim which may be asserted, pursuant to Sections 12.2 and 12.4 hereof. The Escrow Deposit shall be held and disbursed by the Escrowee in accordance with the following: (I) In the event that the Seller becomes obligated to remit IHS Stock back to Buyer pursuant to the post-Closing adjustments set forth in Section 2.2(b), the Escrowee shall release to Buyer that portion of the Escrow Deposit as shall have a value equal to the amount by which the Merger Consideration is so reduced. (II) In the event that the Buyer becomes entitled to indemnification pursuant to Section 12.2, the Escrowee shall release to Buyer that portion of the Escrow Deposit as shall be equal in value to such indemnification. (III) If no claim for indemnification on the part of Buyer is outstanding upon the expiration of one (1) year following the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “remaining Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund Deposit (less any amounts offset for indemnifiable Losses claims pursuant to the extent set forth in Article VII Section 2.3(a)(i) and the Escrow Agreement(ii)) shall be disbursed released to the Company in accordance with the terms of the Escrow Agreement Seller. (IV) If any claim(s) for indemnification on the part of Buyer is (are) outstanding upon the expiration of one (1) year anniversary of following the Closing Date. Purchaser , then any Escrow Deposit (less any amounts offset for claims pursuant to Section 2.3(a)(i) and the Company shall bear an equal portion (ii)) (including all accrued interest thereon) remaining (after resolution of the outstanding claim(s) and payment in respect thereof, if any is owing, shall be made), shall be released to the Seller promptly after resolution of such claim(s). (V) The value of any IHS Stock to be delivered to Buyer from the Escrow Deposit shall be calculated based upon the average closing NYSE price of such stock for the thirty (30) business day period immediately preceding the date which is two (2) days before the date of such delivery. (B) The costs, fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund Escrowee shall be reduced borne equally by Buyer, on the amount of any indemnifiable Loss made pursuant to one hand, and the terms of Seller, on the Escrow Agreement and this Agreement applicable to such Memberother hand.

Escrow. On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) A total of 183,196 shares of Parent Common Stock (the “Escrowed Cash”"ESCROW SHARES") and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561to be issued pursuant to SECTION 1.7(a) hereof in respect of shares of Company Capital Stock issued and outstanding immediately prior to the common stock Effective Time, will, without any act of REGany Company Stockholder, be deposited with the Escrow Agent, such deposit to constitute an Escrow Fund (as adjusted for defined in SECTION 6.3 to be governed by the terms of SECTION 6.3. The portion of the Escrow Shares contributed by each Company Stockholder is set forth opposite such Company Stockholder's name in EXHIBIT B. With respect to each Company Stockholder who will receive Merger Shares pursuant to SECTION 1.7(a) that are also Restricted Merger Shares, (i) such Company Stockholder's contribution to the Escrow Shares shall be comprised of Restricted Merger Shares and Unrestricted Merger Shares in the same proportions as the total number of Merger Shares such Company Stockholder is entitled to receive is comprised of Restricted Merger Shares and Unrestricted Merger Shares and (ii) the Restricted Merger Shares of such Company Stockholder included in the Escrow Shares shall be allocated among the different tranches of Restricted Merger Shares that Vest at different times in the same proportions as all of such Company Stockholder's Restricted Merger Shares are allocated among such different tranches; provided, however, that the Escrow Fund shall not include any post-Merger Shares that are also Restricted Merger Shares pursuant to the Preference Stock Restriction Agreements (as defined in SECTION 5.2(l)). Any fractional share that would otherwise result from the issuance of a certificate representing the shares of Parent Common Stock to be deposited into escrow pursuant to this SECTION 1.7(b) shall be rounded up to the nearest whole share, and any fraction of a share that would otherwise result from the issuance of a certificate representing the remaining shares of Parent Common Stock which each such Company Stockholder would otherwise be entitled to receive under SECTION 1.7(a) by virtue of ownership of outstanding shares of Company Capital Stock shall be rounded down to the nearest whole share. No Merger Shares shall be deposited in the Escrow Fund with respect to the Company Options. As soon as practicable after the Effective Date dividendTime, stock splitand subject to and in accordance with the provisions of SECTION 6.3 hereof, recapitalization Parent shall cause to be distributed to the Escrow Agent a certificate or reorganization by REG by delivery certificates representing the aggregate number of stock certificates Merger Shares included in the Escrow Shares, which shall be registered in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) . Such shares deposited in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced beneficially owned by the amount of any indemnifiable Loss made pursuant holders on whose behalf such shares were deposited in the Escrow Fund. The Merger Shares deposited in the Escrow Fund shall be available to compensate Parent as provided in ARTICLE VI. Until surrendered in accordance with SECTION 1.9, each -10- 15 outstanding Certificate that, prior to the terms Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the Escrow Agreement and this Agreement applicable to number of full shares of Parent Common Stock into which such Membershares of Company Capital Stock shall have been so converted.

Escrow. 4.1 The Escrow Account shall be operated, and the Escrow Sum and any interest accruing on it (or any part of it) shall be applied, in accordance with this Clause 4. 4.2 If the Buyer makes a claim under this Agreement on or prior to the date which is twelve (12) months after the Completion Date (the Release Date) and such claim has been finally determined in favour of the Buyer in accordance with Clause 4.4(b) or 4.4(c): (a) the Warrantors’ Representative and the Buyer shall instruct the Escrow Agent to transfer a sum equal to the lower of (i) the amount of the claim and (ii) the Escrow Sum or such part of that principal sum plus any accrued interest thereon being available in the Escrow Account (after taking into account payments required to be made out of the Escrow Sum pursuant to this Clause 4) to the Buyer’s Bank Account; and (b) the balance (if any) of the Escrow Sum remaining in the Escrow Account after the transfer referred to in Clause 4.2(a) shall be retained in the Escrow Account in accordance with this Agreement and the terms and conditions of an escrow agreement substantially in the form attached to this Agreement in Schedule 8 (subject to finalisation with the Escrow Agent). 4.3 On the Closing Release Date, Purchaser the Warrantors’ Representative and the Buyer shall deposit Two Hundred Fifty Thousand Dollars instruct the Escrow Agent to transfer the Escrow Sum or such part of that principal sum plus any accrued interest thereon being available in the Escrow Account ($250,000after taking into account payments required to be made out of the Escrow Sum pursuant to this Clause 4) into such bank account(s) as notified in writing by the Warrantors’ Representative to the Escrow Agent (the “Escrowed Cash”Release Bank Accounts), unless a bona fide claim by the Buyer under this Agreement is outstanding on the Release Date. If such claim is then outstanding: (a) a sum equal to the lower of (i) the amount of the claim (or all such claims, if more than one), and (ii) the balance remaining on the Escrow Account shall be retained out of the Escrow Sum and in the Escrow Account; (b) the Warrantors’ Representative and the Buyer shall instruct the Escrow Agent to transfer the balance (if any) on the Escrow Account to the Release Bank Accounts; and (c) any sum so retained in the Escrow Account after the Release Date in respect of any such claim shall be released to the Buyer’s Bank Account or to the Release Bank Accounts or, in part to the Buyer’s Bank Account with the balance to the Release Bank Accounts, as appropriate, as soon as practicable after that claim is finally determined in accordance with Clause 4.4. 4.4 For the purpose of this Clause 4, a claim shall be regarded as finally determined if: (a) the claim is withdrawn by the Buyer in writing; (b) the Warrantors’ Representative and the Buyer so agree in writing; or (c) a competent court has awarded judgment in respect of the claim and, where relevant, the period for lodging appeal has expired without an appeal having been lodged. 4.5 Any interest which accrues on the Escrow Sum or such part of that principal sum plus any accrued interest thereon being available in the Escrow Account (after taking into account payments required to be made out of the Escrow Sum pursuant to this Clause 4) shall follow the principal amount and shall be paid to the Release Bank Accounts or to the Buyer’s Bank Account (as the case may be) at the same time as payment of the corresponding principal amount. 4.6 The Warrantors’ Representative, acting on behalf of himself and all Warrantors, and the Buyer shall: (a) on or before Completion execute an escrow agreement substantially in the form attached to this Agreement in Schedule 8 (subject to finalisation with the Escrow Agent) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One procure the execution of such escrow agreement by the Escrow Agent; and (97,561b) shares after Completion promptly give or join in giving all such instructions as are necessary to procure the operation of the common stock of REGEscrow Account, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name and application of the Company Escrow Sum and any interest accruing on it (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”or any part of it), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms provisions of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). this Clause 4. 4.7 The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company Buyer shall bear an equal portion 50% of the fees and expenses of the Escrow Agent, with Agent and the portion borne by Warrantors shall bear the Company other 50% of such fees and expenses. 4.8 Each Warrantor shall be entitled to be deducted that Warrantor’s Warranty Proportion of each sum released to the Warrantors from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company Account under this Clause 4 (rounded down to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Membernearest euro).

Escrow. On 2.1 The Shareholder hereby places and deposits in escrow with the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) Escrow Agent a total of 4,355,000 exchangeable shares of the Corporation (the “Escrowed CashShares”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) hereby delivers to the Escrow Agent the certificates identified in Schedule A representing the Escrowed Shares. If at any time for any reason a replacement certificate or replacement certificates are issued representing any Escrowed Shares or if any Escrowed Shares are converted or exchanged into shares of another class or series of the common stock Corporation or shares or other securities of REGanother corporation, the Shareholder shall deliver such replacement certificate or certificates, or the certificates representing the shares in such other class, series or corporation, to the Escrow Agent. 2.2 While the Escrowed Shares are held in escrow, the Shareholder hereby irrevocably nominates, constitutes and appoints the secretary of the Corporation, or such other individual who performs functions for the Corporation similar to those normally performed by the secretary of the Corporation (with full power of substitution), as adjusted the true and lawful attorney for any post-Effective Date dividendthe Shareholder with authority to do all things and execute and deliver, stock split, recapitalization or reorganization by REG by delivery on behalf of stock certificates and in the name of the Company Shareholder: (i) such proxies to vote (A) the “Escrowed Stock” Shares at any and together all meetings of the shareholders of the Corporation, and (B) shares of any other corporation held beneficially or in trust as a result of Shareholder’s ownership of such Escrowed Shares; (ii) such resolutions in writing of the shareholders of the Corporation in accordance with section 142 of the Canada Business Corporations Act; and (iii) instruct or withhold from instructing the Trustee to cast and exercise the Shareholder’s Beneficiary Votes and attend all PureRay U.S. Meetings and personally exercise, or withhold for exercising, thereat, as proxy of the Trustee, the Shareholder’s Beneficiary Votes relating to the Escrowed Shares; and, in each case, the Shareholder shall have no claim or cause of action against any party hereto or against any third party as a result of the secretary of the Corporation or such other individual so acting as its attorney. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the insolvency or bankruptcy of the Shareholder and the Shareholder hereby ratifies and confirms all actions that the secretary of the Corporation or such other individual may lawfully do or cause to be done by virtue of such appointment and power. 2.3 While the Escrowed Shares are in escrow, the Shareholder shall not be entitled, at any time and from time to time, to collect and receive any dividends or other distributions in respect of the Escrowed Shares; and the Shareholder hereby forever waives, to the fullest extent permitted by law, its entitlement to such dividends and other distributions in respect of the Escrowed Shares. 2.4 The Escrowed Shares and the beneficial ownership of or any interest in, and the certificates representing, the Escrowed Shares shall not be transferred, gifted, sold, assigned, mortgaged, pledged, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise dealt with in any manner except as expressly provided in section 3 hereof. 2.5 The Shareholder hereby directs the Escrow Agent to retain the Escrowed Shares and the certificates representing the Escrowed Shares and not to do or cause anything to be done to release the Escrowed Shares from escrow or to allow any transfer, gift, assignment, mortgage, pledge, hypothecation or alienation thereof except as expressly provided in section 3 hereof. 2.6 All share certificates representing the Escrowed Shares shall be endorsed with the Escrowed Cash, the “Escrow Amount”) into following legend: The securities represented by this certificate are subject to an escrow account (the “Escrow Fund”)and share purchase agreement and such securities may not be pledged, to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) sold or otherwise transferred except in accordance with the terms provisions of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberagreement.

Escrow. On (i) Subject to subsection 4.1(b)(ii), Purchaser and Seller have agreed that, to secure the indemnification obligations of Seller pursuant to Article XI, five million dollars ($5,000,000) of the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account Payment (the “Escrow Fundand Blocked Account Amount”)) will be deposited at the Closing with Union Bank of California, to be maintained by an N.A., as escrow agent reasonably acceptable to the parties (the “Escrow Agent”), and at the Closing, Purchaser, Seller and the Escrow Agent shall execute and deliver an escrow agreement in substantially the form attached hereto as Exhibit A (the “First Form Escrow Agreement”) in accordance pursuant to which Purchaser shall deposit the entire Escrow and Blocked Account Amount with the terms Escrow Agent. (ii) After the execution and delivery of this Agreement, Purchaser and Seller shall negotiate in good faith to attempt to establish an arrangement whereby Seller would be afforded additional investment flexibility with respect to four million dollars ($4,000,000) of the Escrow Agreement and Blocked Account Amount while Purchaser would be afforded security for the indemnification obligations of Seller pursuant to Article XI substantially similar to that provided by the First Form Escrow Agreement. If prior to the date that is five (5) business days before the Closing, Seller and Purchaser have agreed to such arrangement (the “Alternative Agreement”), then at the Closing, (A) Purchaser, Seller and the Escrow Agent shall execute and deliver an escrow agreement in substantially in the form attached hereto as Exhibit B (the “Second Form Escrow Agreement”). The Escrow Fund , pursuant to which Purchaser shall be used for the purpose specified in Article VII herein. The Escrow Fund deposit one million dollars (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement$1,000,000) shall be disbursed to the Company in accordance with the terms of the Escrow and Blocked Account Amount with the Escrow Agent and (B) Purchaser, Seller and any other party thereto shall execute and deliver the Alternative Agreement on the one year anniversary of the Closing Date. pursuant to which Purchaser and the Company shall bear an equal portion of the fees and expenses deposit four million dollars ($4,000,000) of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberBlocked Account Amount.

Escrow. (a) On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) the following will be placed or deposited in escrow with Robert L. Blessey, Esq. (the “Escrowed Cash”"Escrow Agent"): (i) Xxx xx xxx xocuments to be delivered by Sagemark at the Closing pursuant to Paragraph 8 of the Agreement; (ii) all of the documents to be delivered by Trident Advisors at the Closing pursuant to Paragraph 9 of the Agreement; and (iii) the $625,000 cash portion of the Purchase Price payable by Trident Advisors on the Closing Date (the "Escrow Funds"). (b) The Escrow Agent will, without any further notice or action of any kind whatsoever, release to Sagemark and Trident Advisors, as applicable, all of the documents delivered to it pursuant to Sections 6(a)(i) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One 6(a)(ii) hereof and will release to Sagemark the Escrow Funds on July 31, 2006 unless, prior to such date, Trident Advisors delivers to the Escrow Agent (97,561or causes to be delivered), the sum of $2,570,000 (the "Cash Purchase Price") shares from a replacement purchaser of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization Limited Partnership Interest selected by REG by delivery of stock certificates in the name of the Company Trident Advisors (the “Escrowed Stock” and "Substitute Purchaser"), by wire transfer to the Escrow Agent's special attorneys escrow account as hereinafter provided, together with the Escrowed CashRegulatory Approval with respect to such purchaser and all of the documents required to be delivered at Closing under Paragraph 9 of the Agreement executed by the Substitute Purchaser. If the Escrow Agent receives the aforementioned documents and the Cash Purchase Price from the Substitute Purchaser prior to July 31, 2006, the “Escrow Amount”Agent will (i) into an escrow account return Trident Advisors' Closing documents and the Escrow Funds to it, (ii) release the “Cash Purchase Price and the Substitute Purchaser's Closing documents to Sagemark and return to Sagemark all of the Closing documents referred to in Section 6(a)(i) hereof, and (iii) deliver to the Substitute Purchaser, within three (3) business days thereafter, the documents to be delivered by Sagemark at the Closing as set forth in Paragraph 8 of the Agreement issued to the Substitute Purchaser in lieu of such documents previously issued to Trident Advisors. (c) The Escrow Fund”)Agent will serve in such capacity without compensation therefor. The Escrow Agent's duties and obligations under this Amendment shall be determined solely by the express provisions of this Amendment and it shall have no other duties and no other duties shall be implied. For greater certainty, the Escrow Agent is not charged with any duties or responsibilities with respect to the Agreement. The Escrow Agent shall not be required to notify or obtain the consent, approval, authorization, or order of, any court or governmental body to perform its obligations under this Amendment nor shall it be held liable to any party hereto in any manner whatsoever for having carried out instructions it has received in accordance with this Amendment or complying with its obligations hereunder. (d) In the event the Escrow Agent shall be uncertain as to any of its duties or rights hereunder or in the event of any disagreement among the parties hereto or the presentation to the Escrow Agent of any adverse claim or demand by Trident Advisors or Sagemark in connection with the disbursement of the Escrow Funds, the Escrow Agent may, at its option after providing written notice to Trident Advisors and Sagemark of such disagreement or adverse claim or demand, refuse to comply with any such claim or demand during the continuance of such disagreement or adverse claim or demand and may refrain from disbursing any amount from the Escrow Funds, and in so doing, the Escrow Agent shall not become liable to Trident Advisors or Sagemark due to its failure to comply with such adverse claim or demand. In the event of any such disagreement or adverse claim or demand, the Escrow Agent shall be entitled, at its option and without liability, to file a lawsuit in interpleader and obtain a court order requiring the parties to interplead and litigate a resolution of any such disagreement or adverse claim or demand. In the event such interpleader lawsuit is commenced, the Escrow Agent shall be maintained by an escrow agent reasonably acceptable fully released and discharged from all obligations to further perform any and all duties or obligations imposed upon it in relation to the parties disputed amount except as may be required by a court order in such lawsuit. Trident Advisors and Sagemark each jointly and severally agree to reimburse the Escrow Agent for all costs, expenses, and reasonable attorney's fees expended or incurred by the Escrow Agent in connection with any such lawsuit. (e) If Trident Advisors or Sagemark or any other person obtains a judgment of a court of competent jurisdiction directing the “Escrow Agent to release the Escrow Funds, or any part thereof, in respect of which no right of appeal lies or in respect of which the time for appeal therefrom has expired, and delivers a copy of such judgment or order to the Escrow Agent”) , the Escrow Agent shall promptly thereafter release the Escrow Funds in accordance with the terms of such judgment or order and is hereby irrevocably authorized to do so by Trident Advisors and Sagemark. Trident Advisors or Sagemark, as applicable, agree to provide a copy of any such judgment to the other provided that the failure to provide such copy will not affect any of the rights or obligations of the Escrow Agent under this Agreement. (f) The Escrow Agent shall not be liable to Trident Advisors or Sagemark by reason of an error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which it may do or refrain from doing in connection with this Amendment, except for any liability to Trident Advisors or Sagemark caused by or arising out of the Escrow Agreement Agent's judicially determined gross negligence or willful misconduct. In no event, however, will the Escrow Agent be liable to Trident Advisors or Sagemark for any indirect, special, consequential or punitive damages. (g) The Escrow Agent shall be entitled to rely on, without any independent inquiry, and shall be protected in acting in reliance upon, any instructions or directions furnished to it in writing by Trident Advisors or Sagemark pursuant to any provisions of this Amendment and shall be entitled to treat as genuine, any letter, paper, or other document furnished to it and believed by it to be genuine and to have been signed and presented by the form attached proper party or parties without any independent inquiry. (h) Trident Advisors and Sagemark each hereby release and forever discharge the Escrow Agent from any and all claims, demands, costs (including legal fees and disbursements), damages, liabilities, obligations, actions or causes of action incurred, sustained or made by or against any party hereto and hereby jointly and severally agree to indemnify, defend, and hold the Escrow Agent harmless from and against all losses, damages, costs, charges, liabilities, and expenses, including all costs of litigation, investigation and legal fees incurred by the Escrow Agent which arise directly or indirectly out of its entering into this Amendment or its conduct as Exhibit B Escrow Agent pursuant to this Amendment (the “"Losses"), except with respect to any Losses which are caused by the Escrow Agreement”)Agent's judicially determined willful misconduct or gross negligence. The Escrow Fund Agent may consult with counsel of its choice and shall be used have full and complete authorization and protection for the purpose specified any action taken or suffered by it hereunder in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII good faith and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms opinion of such counsel. (i) The Escrow Agent reserves the right to resign as the Escrow Agreement on the one year anniversary Agent at any time upon five (5) business days notice thereof to Trident Advisors and Sagemark. Upon any such notice of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of resignation by the Escrow Agent, with Trident Advisors and Sagemark shall appoint a replacement escrow agent within such five (5) day period commencing on the portion borne by the Company to be deducted from date of any such notice of resignation. The Escrow Agent will deliver the Escrow Fund. Bunge Funds to such replacement escrow agent upon its receipt of notice from Trident Advisors and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members Sagemark of the Escrow Fund; providedappointment of such replacement escrow agent. If no such replacement escrow agent has been appointed within such five (5) day period, that a Member’s percentage of the Escrow Fund Agent may, at the expense of Trident Advisors and Sagemark, petition any court of competent jurisdiction for the appointment of a successor escrow agent. Upon any such appointment of a successor escrow agent, the escrow agent shall be reduced forward the Escrow Funds and all documents held by the amount of any indemnifiable Loss made it in escrow pursuant to the terms of this Amendment to such successor escrow agent. (j) Wire transfers of payments to the Escrow Agent under this Amendment shall be made to: (k) The provisions of subparagraphs (c) through (h) of this Section 6 will survive the expiration or termination of the Agreement and or this Agreement applicable to such MemberAmendment.

Escrow. On For purposes of facilitating the Closing Dateenforcement of the provisions ------ of Section 1(a) above, Purchaser shall deposit Two Hundred Fifty Thousand Dollars the Stockholder agrees to deliver the certificate(s) for the Shares, together with an Assignment Separate from Certificate in the form attached to this Agreement as Attachment A executed by the Stockholder and by ------------ the Stockholder's spouse ($250,000) (if required for transfer), in blank, to the “Escrowed Cash”Secretary of the Company, or the Secretary's designee, to hold such certificate(s) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) are required in accordance with the terms of this Agreement. The Stockholder hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an Escrow Agreement in the form attached hereto as Exhibit B interest and is accordingly irrevocable. The Stockholder agrees that said escrow holder shall not be liable to any party hereof (the “Escrow Agreement”or to any other party). The Escrow Fund shall escrow holder may rely upon any letter, notice or other document executed by any signature purported to be used for the purpose specified in Article VII hereingenuine and may resign at any time. The Escrow Fund (less Stockholder agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any amounts for indemnifiable Losses or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the extent set forth in Article VII and terms of this Agreement. Upon release of any Shares from the repurchase option pursuant to this agreement, the escrow holder shall deliver (a) ninety percent (90%) of such released shares (i) if such release occurs prior to July 1, 2000, to the Escrow Agreement) shall be disbursed Agent holding shares pursuant to the Company Lock-Up Escrow Agreement to be executed among Company, Target, Escrow Agent, and Stockholders' Agents to be held or distributed in accordance with the terms thereof, and (ii) if such release occurs after June 30, 2000, to the Stockholder; and (b) ten percent (10%) of such released shares (i) if such release occurs prior to the release of escrowed shares under section 2(d) of the Indemnity Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the to be executed among Company, Target, Escrow Agent, and Stockholders' Agents to be held or distributed in accordance with the portion borne by the Company to be deducted from the Escrow Fund. Bunge terms thereof, and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company (ii) if such release occurs after such date, to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberStockholder.

Escrow. On (a) The Restricted Stockholder hereby authorizes and directs the Closing DateSecretary of the Company, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (or such other person designated by the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) Company, to transfer the shares of Restricted Stock which are subject to the common stock Restrictions from the Restricted Stockholder to the Company in the event of REGrepurchase of such shares by the Company pursuant to Section 2.1 or forfeiture of such shares pursuant to Section 2.2. (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as adjusted for any postits attorney-Effective Date dividendin-fact to sell, stock splitassign and transfer unto the Company, recapitalization such shares, if any, repurchased or reorganization by REG by delivery forfeited pursuant to this Agreement and shall, upon execution of stock certificates in this Agreement, deliver and deposit with the name Secretary of the Company (Company, or such other person designated by the “Escrowed Company, the share certificates representing the Restricted Stock” and , together with the Escrowed Cashstock assignment duly endorsed in blank, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). A. The Escrow Fund Restricted Stock and stock assignment shall be used for held by the purpose specified Secretary in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses escrow, pursuant to the extent set forth in Article VII Joint Escrow Instructions of the Company and the Escrow Restricted Stockholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. As a further condition to the Company’s obligations under this Agreement) , the spouse of the Restricted Stockholder, if any, shall be disbursed execute and deliver to the Company in accordance with the terms Consent of Spouse attached hereto as Exhibit C. Upon the lapse of the Escrow Agreement Restrictions on the one year anniversary of Restricted Stock, the Closing Date. Purchaser escrow agent shall promptly deliver to the Restricted Stockholder the certificate or certificates representing such shares in the escrow agent’s possession belonging to the Restricted Stockholder, and the Company escrow agent shall bear an equal portion be discharged of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fundall further obligations hereunder; provided, however, that a Member’s percentage of the Escrow Fund escrow agent shall be reduced by the amount of any indemnifiable Loss made nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the terms Restricted Stock in escrow and while acting in good faith and in the exercise of the Escrow Agreement and this Agreement applicable to such Memberits judgment.

Escrow. On 20.1 If this Agreement is executed prior to the Closing Date, Purchaser Escrow Agent shall deposit Two Hundred Fifty Thousand Dollars hold the Downpayment and all interest accrued thereon, if any ($250,000collectively, the "Fund") (the “Escrowed Cash”) in escrow and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares dispose of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) Fund only in accordance with the terms provisions of an this Section 20. 20.2 Escrow Agent shall deliver the Fund to Sellers or Purchaser, as the case may be, as follows: (a) to Sellers, upon completion of the Closing; or (b) to Sellers, after receipt of Sellers' demand in which Sellers certifies either that (i) Purchaser has defaulted under this Agreement, or (ii) this Agreement in has been otherwise terminated or canceled, and Sellers is thereby entitled to receive the form attached hereto as Exhibit B Fund; but Escrow Agent shall not honor Sellers' demand until more than ten (the “10) days after Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses Agent has given a copy of Sellers' demand to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company Purchaser in accordance with Section 20.3(a), nor thereafter if Escrow Agent receives a Notice of Objection from Purchaser within such ten (10) day period; or (c) to Purchaser, after receipt of Purchaser's demand in which Purchaser certifies either that (i) Sellers have 43 defaulted under this Agreement, or (ii) this Agreement has been otherwise terminated or canceled, and Purchaser is thereby entitled to receive the terms Fund; but Escrow Agent shall not honor Purchaser's demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser's demand to Sellers in accordance with Section 20.3(a), nor thereafter if Escrow Agent receives a Notice of Objection from Sellers within such ten (10) day period. Upon delivery of the Fund, Escrow Agreement Agent shall be relieved of all liability hereunder and with respect to the Fund. Escrow Agent shall deliver the Fund, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. (a) Upon receipt of a written demand from Sellers or Purchaser under Section 20.2(b) or (c), Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Fund to the party making such demand by giving a notice of objection (a "Notice of Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, Escrow Agent may elect either (i) to continue to hold the Fund until Escrow Agent receives a written agreement of Purchaser and Sellers directing the disbursement of the Fund, in which event Escrow Agent shall disburse the Fund in accordance with such agreement; and/or (ii) to take any and all actions as Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including, without limitation, depositing the Fund into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding; and/or (iii) in the event of any litigation between Sellers and Purchaser, to deposit the Fund with the clerk of the court in which such litigation is pending. (b) If Escrow Agent is uncertain for any reason whatsoever as to its duties or rights hereunder (and whether or not Escrow Agent has received any written demand under Section 20.2(b) or (c), or Notice of Objection under Section 20.3(a)), notwithstanding anything to the contrary herein, Escrow Agent may hold and apply the Fund pursuant to Section 20.3(a)(i), (ii) or (iii) and may decline to take any other action whatsoever. In the event the Fund is deposited in a court by Escrow Agent pursuant to Section 20.3(a)(ii) or (iii), Escrow Agent shall be entitled to rely upon the decision of such court. In the event of any dispute whatsoever among the parties with respect to disposition of the Fund, (i) Purchaser and Sellers shall pay the attorney's fees and costs incurred by Escrow Agent (which said parties shall share equally, but for which said parties shall be 44 jointly and severally liable) for any litigation in which Escrow Agent is named as, or becomes, a party and (ii) as between Purchaser and Sellers, the non-prevailing party shall pay the reasonable attorneys' fees and costs of the prevailing party. 20.4 Notwithstanding anything to the contrary in this Agreement, within one (1) business day after the date of this Agreement, Escrow Agent shall place the Downpayment in an Approved Investment. The interest, if any, which accrues on such Approved Investment shall be deemed part of the one year anniversary Fund; and Escrow Agent shall dispose of such interest as and with the Fund pursuant to this Agreement. Escrow Agent may not commingle the Fund with any other funds held by Escrow Agent. Escrow Agent may convert the Fund from the Approved Investment into cash or a non-interest-bearing demand account at an Approved Institution as follows: (a) at any time within seven (7) days prior to the Closing Date. Purchaser and ; or (b) if the Company shall bear an equal portion of the fees and expenses of the Escrow AgentClosing Date is accelerated or extended, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree at any time within seven (7) days prior to the accelerated or extended Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; Date (provided, however, that a Member’s percentage of the Sellers and Purchaser shall give Escrow Fund shall be reduced by the amount Agent timely notice of any indemnifiable Loss made pursuant to such acceleration or extension and that Escrow Agent may hold the terms Fund in cash or a non-interest-bearing deposit account if Sellers and Purchaser do not give Escrow Agent timely notice of any such adjournment). 20.5 As used herein, the Escrow Agreement and this Agreement applicable to such Member.term "Approved Investment" means (a) any interest-bearing demand account or money market fund in Citibank, N.

Escrow. On (a) At the Closing Date, Purchaser Closing: (x) Parent shall deposit Two Hundred Fifty Thousand Dollars with the Escrow Agent ($250,000i) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name Adjustment Escrow Amount on behalf of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used Indemnitors for the purpose specified in Article VII herein. The of partially securing the obligations of the Company Indemnitors to Parent regarding a Post-Closing Deficit Amount under Section 2.9, (ii) the Indemnity Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII Shares and the Indemnity Escrow Agreement) shall be disbursed to Cash on behalf of the Company in accordance with Indemnitors for the terms purpose of partially securing the obligations of the Escrow Agreement on Company Indemnitors under Section 2.9 and Article VIII during the one year period through the fifteen (15) month anniversary of the Closing Date. Purchaser Date (it being agreed that with respect to any holder of Unvested Company Shares, the amounts deposited on such Person’s behalf will be cash and shares of Parent Common Stock, as applicable, that are not subject to any further vesting requirements and then only if and to the extent there is a shortfall, Vesting Consideration will be deposited on such Person’s behalf); and (y) the Company shall bear deposit with the Escrow Agent on behalf of the Company Indemnitors the Other Indemnity Escrow Amount into the Other Indemnity Escrow Fund for the purpose of partially securing certain obligations of the Company Indemnitors under Section 2.11(g) and Article VIII. The Adjustment Escrow Fund shall become payable to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.9). The Indemnity Escrow Shares and the Indemnity Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in the same proportion as cash and shares (if any) otherwise payable to such Company Indemnitor (and, with respect to the Key Employees, excluding the shares subject to revesting pursuant to the Joinder Agreements)), subject to the terms and conditions of this Agreement (including Section 2.9 and Article VIII). The Other Indemnity Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in cash, subject to the terms and conditions of this Agreement (including Article VIII). The parties hereto agree that, for Tax purposes only, Parent shall be treated as the owner of the Adjustment Escrow Fund, Indemnity Escrow Cash and Other Indemnity Escrow Cash and all interest on or other taxable income, if any, earned from the investment of the Adjustment Escrow Fund, Indemnity Escrow Cash and Other Indemnity Escrow Cash pursuant to the Escrow Agreement shall be treated for Tax purposes as earned by Parent. Within ten (10) days after the final distribution of the Escrow Cash to the Company Indemnitors, Parent shall be entitled to a distribution equal to twenty eight percent (28%) of the excess of (x) all interest and earnings from the investment and reinvestment of the Escrow Cash prior to the final distribution of the Escrow Cash, over (y) the deduction available to Parent on distribution of the Escrow Cash under Section 483 of the Code (and any comparable provision of state or local Tax law), as applicable; provided that such rate shall be adjusted to reflect any subsequent change in the combined effective U.S. federal and state income tax rate applicable to corporate income of Parent. The parties hereto agree that, for federal and applicable state income tax purposes, the Company Indemnitors shall be treated as the owner of the Indemnity Escrow Shares. (b) The approval and adoption of this Agreement and approval of the Merger by the Company Indemnitors, and the delivery of the Joinder Agreements, Option Surrender Agreements, RSU Surrender Agreements and Warrant Cancellation Agreements by the Company Indemnitors, constitutes approval by such Company Indemnitors, as specific terms of the Merger, and the irrevocable agreement of such Company Indemnitors to be bound by and comply with, this Agreement and all of the arrangements and provisions of this Agreement relating to the matters set forth in this Section 2.4, including Parent’s deposit of the Adjustment Escrow Fund, the Indemnity Escrow Shares, the Indemnity Escrow Cash and the Other Indemnity Escrow Cash with the Escrow Agent. (c) For purposes of determining the number of Indemnity Escrow Shares required to satisfy any Post-Closing Deficit Amount under Section 2.9(d), to satisfy any Losses under Article VIII or to calculate the Retained Escrow Amount (if any), each Indemnity Escrow Share shall be deemed to have a value equal to the Parent Stock Price (and the parties hereto acknowledge that the Parent Stock Price only reflects an equal agreed-upon amount as to the value of a share of Parent Common Stock for the limited purpose of this sentence and is not intended to be, nor is it, deemed to constitute the fair market value of a share of Parent Common Stock at any given time). (d) While any Indemnity Escrow Shares are held in escrow, each Company Indemnitor shall have the ability to exercise all rights with respect to the Company Indemnitor’s allocable portion of the fees Indemnity Escrow Shares, including voting rights, except (i) the right of possession thereof, and expenses (ii) the right to pledge, encumber, sell, assign or transfer such Indemnity Escrow Shares or any interest therein except as contemplated herein and in the Joinder Agreements. The Stockholder Representative (on behalf of the Company Indemnitors) shall direct the Escrow AgentAgent in writing as to the exercise of any such voting rights, and the Escrow Agent shall comply, to the extent it is able to do so, with any such directions of the portion borne by Stockholder Representative. In the absence of such directions, the Escrow Agent shall not vote any of the shares comprising the Indemnity Escrow Shares. The Parties agree that, for tax reporting purposes, the Company Indemnitors shall be treated as having received the Indemnity Escrow Shares and voluntarily set them aside in the escrow account at the time of Closing and the Indemnity Escrow Shares shall be treated as issued and outstanding by Parent. In furtherance of the foregoing, the Company Indemnitors shall, be entitled to vote the Indemnity Shares and to receive any dividends in respect of the Indemnity Escrow Shares, and no tax reporting shall be deducted from required in respect of the release of all or a portion of the Indemnity Escrow Shares to the Company Indemnitors. All dividends paid to holders of the capital stock of Parent in respect of the Indemnity Escrow Shares shall not be deposited in the Escrow Fund. Bunge and BIG Account but instead shall agree prior be delivered to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock Paying Agent for prompt distribution to be received by Bunge and BIG upon distribution by the appropriate Company Indemnitors based on the Company to the Members Indemnitor’s allocable portion of the Indemnity Escrow Fund; provided, that a Member’s percentage of the Escrow Fund Shares. The Company Indemnitors shall be reduced by responsible for paying taxes on all taxable dividends earned on the amount of any indemnifiable Loss made pursuant to the terms of the Indemnity Escrow Agreement Shares and this Agreement applicable for filing all necessary tax returns with respect to such Memberincome.

Escrow. (a) Seller and Buyer hereby designate the Title Company as “Escrow Agent” to receive and hold the Deposit, and Escrow Agent agrees to act in such capacity subject to the provisions of this Section 21. Promptly upon receipt, Escrow Agent shall hold the Deposit in a demand or money market account in a federally insured financial institution approved by Buyer and Seller located in Philadelphia, Pennsylvania, and such funds may not be commingled with any other deposits held by Escrow Agent. Any interest which accrues on the Deposit shall be deemed to be part of the Deposit and disposed with the Deposit in accordance with this Section 21. (b) On receipt by Escrow Agent of a statement executed by Buyer prior to, on or after the Closing Date, Purchaser that this Agreement has been terminated by Buyer as of right or because of a default by Seller under this Agreement, Escrow Agent shall deposit Two Hundred Fifty Thousand Dollars within five ($250,0005) days thereafter deliver a copy of said statement to Seller in accordance with Section 17 and return the Deposit to Buyer on the tenth (10th) day after receipt by Escrow Agent of said statement unless Escrow Agent, prior to such date, receives from Seller a statement contesting the “Escrowed Cash”) accuracy of Buyer’s statement and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares demanding retention of the common stock Deposit by Escrow Agent. (c) On receipt by Escrow Agent of REGa statement executed by Seller prior to, on or after the Closing Date, that this Agreement has been terminated because of a default by Buyer under this Agreement, Escrow Agent shall within five (5) days thereafter deliver a copy of said statement to Buyer in accordance with Section 17 and deliver the Deposit to Seller on the tenth (10th) day after receipt by Escrow Agent of said statement unless Escrow Agent, prior to such date, receives from Buyer a statement contesting the accuracy of Seller’s statement and demanding retention of the Deposit by Escrow Agent. (d) On receipt by Escrow Agent of a notice of objection from Seller or Buyer under subparagraphs (b) or (c) above, Escrow Agent shall retain the Deposit and thereafter deliver the proceeds of the Deposit to either Seller or Buyer, as adjusted Seller and Buyer may direct by a statement executed by them both, provided Escrow Agent may at any time after receiving such a statement retain the Deposit, and with notice to Seller and Buyer, surrender the Deposit to a court of competent jurisdiction in the Commonwealth of Pennsylvania for any post-Effective Date dividend, stock split, recapitalization or reorganization such disposition as may be directed by REG by such court. (e) Upon delivery of stock certificates in the name Deposit to either Seller, Buyer or a court of competent jurisdiction under and pursuant to the provisions of this Section 21, Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to or arising out of the Company Deposit and any and all of its obligations arising therefrom. (f) The Escrow Agent is executing this Agreement for the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), sole purpose of agreeing to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) act as such in accordance with the terms of an Escrow Agreement in this Section 21. (g) The provisions of this Section 21 shall survive Closing or the form attached hereto as Exhibit B (the “Escrow earlier termination of this Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On the Closing Date, Purchaser (a) The following shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates be deposited in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an a segregated escrow account (the “Escrow FundAccount”) with the Escrow Agent: (i) as the sole remedy for the indemnification obligations of the Company Indemnitors set forth in Section 7.1(a), to be maintained by an escrow agent reasonably acceptable 7,500,000 of the shares of Holdco Common Stock issuable upon the Closing of the Company Merger to the parties Members (the “Indemnity Escrow AgentShares”); and (ii) as the sole means of providing for downward adjustments (if any) to the aggregate number of shares of Holdco Common Stock issued hereunder (or any related surrender of shares of Holdco Common Stock by the Members) pursuant to Section 1.5(d)(iv), an additional 1,000,000 of the shares of Holdco Common Stock issuable upon the Closing of the Company Merger to the Members (the “Adjustment Escrow Shares” and together with the Indemnity Escrow Shares and the Adjustment Escrow Shares, the “Escrow Shares”). The Escrow Shares shall be allocated among the Members in the same proportion as their proportionate share of the Holdco Common Stock being issued hereunder, all in accordance with the terms and conditions of an the escrow agreement to be entered into at the Closing between Holdco, the LIBB Representative, the Committee and Continental, as escrow agent (“Escrow Agreement Agent”), substantially in the form attached hereto as of Exhibit B hereto (the “Escrow Agreement”). The Escrow Fund shall be used for . (b) On the purpose specified in Article VII herein. The Escrow Fund date that is three (less any amounts for indemnifiable Losses to 3) Business Days after (i) if there are no Items of Dispute, the extent set forth in Article VII and thirtieth (30th) calendar day after the Escrow AgreementIndependent Parties’ receipt of the Closing Net Working Capital Statement, or (ii) shall be disbursed to if there are Items of Dispute, the Company day such Items of Dispute are finally resolved in accordance with Section 1.5(d), the terms Escrow Agent shall release the number of Adjustment Escrow Shares (if any) to be surrendered to Holdco in accordance with Section 1.5(d) to Holdco and shall release the remainder of the Adjustment Escrow Agreement on Shares to the one year anniversary of Members in the Closing Date. Purchaser and the Company same proportions as originally deposited into escrow. (c) No Indemnity Escrow Shares shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted released from the Escrow FundAccount until the date on which Holdco’s independent registered public accounting firm has issued its report relating to Holdco’s financial statements for its fiscal year ending December 31, 2015 (the “Escrow Termination Date”). Bunge and BIG On the Escrow Termination Date, the Escrow Agent shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company release to the Members any remaining Indemnity Escrow Shares, less the number of Indemnity Escrow Shares to be applied in satisfaction of resolved indemnification claims or reserved with respect to unresolved indemnification claims made prior to such date pursuant to Section 7.1(a) (“Pending Claims”), in the same proportions as originally deposited into escrow. Promptly after each Pending Claim has been finally resolved, any remaining Indemnity Escrow Fund; provided, that a Member’s percentage Shares not applied in satisfaction of the Escrow Fund resolved indemnification claims or reserved with respect to Pending Claims shall be reduced by the amount of any indemnifiable Loss made pursuant delivered to the terms of Members in the Escrow Agreement and this Agreement applicable to same proportions as originally deposited into escrow promptly upon such Memberresolution.

Escrow. On At the Closing DateClosing, Purchaser the Buyer shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (deliver to the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common Escrow Agent a stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates certificate registered in the name of the Company (Escrow Agent or its nominee representing the “Escrowed Stock” Escrow Fund for the purpose of securing the indemnification obligations of the Seller and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) Shareholders set forth in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow this Agreement”). The Escrow Fund shall be used for held by the purpose specified in Article VII hereinEscrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed to solely for the Company purposes of and in accordance with the terms of the Escrow Agreement on Agreement. Until the one year anniversary termination of the Closing Date. Purchaser and escrow in accordance with the Company terms of the Escrow Agreement, the Seller shall bear an equal have the right, in its sole discretion to direct the sale for cash of all or any portion of the fees and expenses of the Escrow Agent, with the Shares (if any then make-up a portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, ) in one or more transactions provided that a Member’s percentage (i) the price per share for the sale of the Escrow Fund Shares is not less than $1.00, (ii) the proceeds from any such sale(s) shall be reduced held in escrow by the amount of any indemnifiable Loss made Escrow Agent pursuant to the terms of the Escrow Agreement Agreement, and this Agreement applicable (iii) Seller may not direct any such sale during any blackout period under any insider trading policy or blackoux xxxxxx xx Xxxxr, and the Buyer shall promptly execute any and all required joint instructions to the Escrow Agent to facilitate any and all such Membersales of the Escrow Shares. Further, Seller shall have the sole discretion to direct the investment of amounts held in the Escrow Fund pursuant to the investment options specified in, and in accordance with the restrictions of, the Escrow Agreement, and Buyer agrees to promptly execute any and all joint instructions to the Escrow Agent to facilitate any and all such investments.

Escrow. On (a) Purchaser hereby authorizes and directs the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares Secretary of the common stock Company, or such other person designated by the Company, to transfer any Shares forfeited in accordance with Section 2 above from Purchaser to the Company. (b) To insure the availability for delivery of REGthe Shares upon Purchaser’s (1) This is Demand’s standard vesting formula, which should be adjusted as appropriate. In certain circumstances, it may be appropriate to link vesting to continued “Service Provider” status (rather than employment) in order to cause vesting to continue while serving as a director or consultant. (2) Forfeiture provisions may need to be adjusted for to accommodate any post-Effective Date dividendtermination vesting that may occur. forfeiture thereof, Purchaser hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Shares, if any, forfeited by Purchaser in accordance with Section 2 above and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing any and all Unvested Shares, together with the stock splitassignment duly endorsed in blank. The share certificates representing the Unvested Shares and the stock assignment shall be held by the Secretary in escrow, recapitalization or reorganization by REG by delivery of stock certificates in pursuant to the name Joint Escrow Instructions of the Company and Purchaser attached as Exhibit A hereto, until the first to occur of (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”i) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) Purchaser’s forfeiture of such Shares in accordance with Section 2 above, (ii) the terms of an Escrow date on which such Shares cease to be Unvested Shares, or (iii) this Agreement ceasing to be in effect. Promptly following the date on which any Shares cease to be Unvested Shares, the escrow agent shall deliver to Purchaser the certificate or certificates representing such Shares in the form attached hereto as Exhibit B (escrow agent’s possession belonging to Purchaser, and the “Escrow Agreement”). The Escrow Fund escrow agent shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms discharged of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fundall further obligations hereunder; provided, that a Member’s percentage of the Escrow Fund escrow agent shall be reduced by the amount of any indemnifiable Loss made nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the terms Shares in escrow and while acting in good faith and in the exercise of the Escrow Agreement and this Agreement applicable to such Memberits judgment.

Escrow. On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization The funds received by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties Gibraltar Bank (the “Escrow Agent”) in accordance with the terms Section 2.2 of an Escrow this Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified held in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made escrow pursuant to the terms and conditions of this Section 2.3 of the Agreement. The funds shall be held in a non-interest bearing account. The Escrow Agent shall disburse the funds to the Company, or as the Company shall in writing direct, upon receipt of written confirmation to Escrow Agent from WindsorTech and Bxxxxx Partners, LP pursuant to the Escrow Agreement of even date herewith, that all closing contingencies have been met. If the closing of such transaction has not taken place by the closing date as defined in this Agreement, or the closing date as extended as defined in this Agreement, the Escrow Agent shall return such funds to the Investors immediately and shall return all executed documents to the Company. The Investors and the Company, jointly and severally, agree to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability, damage or expense incurred by Escrow Agent arising out of, or in connection with, this Agreement, any litigation arising in connection with this Agreement applicable or any transaction related in any way hereto, including but not limited to attorneys' fees incurred by Escrow Agent in the event of any question as to the provisions hereof or its duties hereunder, and other costs and expenses incurred by Escrow Agent in fulfilling its duties and responsibilities hereunder, or incurred by Escrow Agent defending itself against any claim of liability (other than, in all such Member.cases, for Escrow Agent’s willful misconduct or gross negligence). Escrow Agent shall have no duties arising from this Agreement except those expressly set forth in this Section 2.3 and it shall not be bound by any notice of claim or demand, or any waiver, modification or amendment unless it shall have given its prior written consent thereto. Page 4 of 26

Escrow. On (a) Holder hereby authorizes and directs the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars person designated by the Company to transfer the Unreleased Shares as to which the Forfeiture Option is effective from Holder to the Company. ($250,000b) (To insure the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted availability for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in Holder’s Unreleased Shares upon forfeiture pursuant to Section 3.1, Holder hereby appoints the name of person designated by the Company (as escrow agent as its attorney-in-fact to sell, assign and transfer unto the “Escrowed Stock” Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Option and shall, upon execution of this Agreement, deliver and deposit with such person designated by the Company the share certificates representing the Unreleased Shares, together with the Escrowed Cashstock assignment duly endorsed in blank, attached hereto as Exhibit A. If married, Holder shall obtain the “Escrow Amount”) into an escrow account (the “Escrow Fund”), consent of his or her spouse to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow this Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). B. The Escrow Fund Unreleased Shares and stock assignment shall be used for held by the purpose specified Company’s designee in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses escrow, pursuant to the extent set forth Joint Escrow Instructions of the Company and Holder attached as Exhibit C hereto, until the Forfeiture Restriction becomes effective as provided in Article VII Section 3.1, until such Unreleased Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unreleased Shares, the escrow agent shall deliver to the Holder, upon request, the certificate or certificates representing such Shares in the escrow agent’s possession belonging to the Holder, and the Escrow Agreement) escrow agent shall be disbursed to the Company in accordance with the terms discharged of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fundall further obligations hereunder; provided, however, that a Member’s percentage of the Escrow Fund escrow agent shall be reduced by the amount of any indemnifiable Loss made nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the terms Shares in escrow and while acting in good faith and in the exercise of the Escrow Agreement and this Agreement applicable to such Memberits judgment.

Escrow. On At the Closing DateEffective Time, Purchaser Acquirer shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (withhold from the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of Acquirer Common Stock to be issued to the common stock Company Stockholders in the Merger upon conversion of REGtheir Company Stock pursuant to Section 2.2.2, each Company Stockholder's Pro Rata Share of that aggregate number of shares of Acquirer Common Stock having an aggregate value (based on the Acquirer Average Price Per Share) equal to 11.25% of the Total Consideration (such withheld shares of Acquirer Common Stock, the "Escrow Shares"). If a Company Stockholder holds Unvested Company Shares, then the shares of Acquirer Common Stock to be issued upon conversion hereunder of shares of Company Stock held by such Company Stockholder which are not Unvested Company Shares ("Vested Company Shares") shall be withheld and placed in escrow first and, thereafter, the Unvested Company Shares shall be withheld and placed in escrow (with the understanding that any Unvested Company Shares so placed in escrow shall vest prior to any such Unvested Company Shares not placed in escrow) to the extent necessary to satisfy such Company Stockholders' escrow obligations as adjusted for set forth in the first sentence of this Section 2.6. The payment of any post-Effective Date dividendEscrow Shares in satisfaction of any indemnification obligations under Article 11 shall be made, with respect to each Company Stockholder, first with Vested Company Shares and then, if such shares are insufficient to satisfy such indemnification obligation and only to the extent of such insufficiency, shall such payment be made with Unvested Company Shares. Any shares of Acquirer Common Stock or other equity securities issued or distributed by Acquirer (including shares issued upon a stock split, stock dividend, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”other similar event) in accordance with the terms respect of an Escrow Agreement Shares shall also be withheld in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG Cash dividends on the Escrow Fund shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to not be received by Bunge and BIG upon distribution by the Company added to the Members Escrow Fund but shall be distributed to the record holders of the Escrow Fund; provided, that a Member’s percentage of . Acquirer shall hold the Escrow Fund shall be reduced by Shares as security for the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberCompany Stockholders' indemnification obligations for Damages under Article 11.

Escrow. On 20.1 Escrow Agent shall hold the Closing DateDownpayment and all interest accrued thereon, Purchaser if any, in escrow, and shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares dispose of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) Downpayment only in accordance with the terms provisions of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”)this Article 20. The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses Unless otherwise stated herein below, all references to the extent set forth Downpayment shall include such accrued interest, if any. 20.2 Escrow Agent shall deliver the Downpayment to Seller or Purchaser, as the case may be, as follows: (a) to Seller, upon completion of the Closing; (b) to Seller, after receipt of Seller’s demand in Article VII which Seller certifies either that: (i) Purchaser has defaulted under this Agreement; or (ii) this Agreement has been otherwise terminated or canceled, and Seller is thereby entitled to receive the Downpayment, but Escrow AgreementAgent shall not honor Seller’s demand until more than ten (10) shall be disbursed days after Escrow Agent has given a copy of Seller’s demand to the Company Purchaser in accordance with Section 20.3, nor thereafter if Escrow Agent receives a Notice of Objection from Purchaser within such ten (10) day period; or (c) to Purchaser, after receipt of Purchaser’s demand in which Purchaser certifies either that: (i) Seller has defaulted under this Agreement, or (ii) this Agreement has been otherwise terminated or canceled, and Purchaser is thereby entitled to receive the terms Downpayment, but Escrow Agent shall not honor Purchaser’s demand until more than ten (10) days after Escrow Agent has given a copy of Purchaser’s demand to Seller in accordance with Section 20.3, nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Downpayment, Escrow Agreement on Agent shall be relieved of all liability hereunder with respect to the one year anniversary Downpayment. Escrow Agent shall deliver the Downpayment, at the election of the Closing Date. Purchaser and party entitled to receive the Company shall bear an equal portion of the fees and expenses of the Escrow Agentsame, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.by:

Escrow. On 2.1 The Securityholder hereby places and deposits in escrow with the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (Escrow Agent the Escrowed Shares and hereby delivers to the Escrow Agent the certificates identified in Schedule “A” representing the Escrowed Cash”) Shares. If at any time and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) for any reason one or more replacement certificates are issued representing the Escrowed Shares or if the Escrowed Shares are converted or exchanged into shares of the common stock of REGanother class, as adjusted for any post-Effective Date dividend, stock split, recapitalization series or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cashcompany, the “Escrow Amount”) into an escrow account (Securityholder agrees to deliver such replacement certificate or certificates, or the “Escrow Fund”)certificates representing the shares in another class, series or new company, to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent. While the Escrowed Shares are in escrow, the Securityholder shall be entitled to all rights as the beneficial and registered owner of the Escrowed Shares including, without limitation, the right to vote and to receive all dividends and other distributions in respect of the Escrowed Shares. 2.2 The Escrowed Shares and the beneficial ownership of or any interest in, and the certificates representing, the Escrowed Shares shall not be transferred, gifted, sold, assigned, mortgaged, pledged, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise dealt with in any manner except as expressly provided in Section 3. 2.3 The Securityholder hereby directs the portion borne by Escrow Agent to retain the Company Escrowed Shares and the certificates representing the Escrowed Shares and not to do or cause anything to be deducted done to release the Escrowed Shares from the Escrow Fund. Bunge and BIG shall agree prior escrow or to Closing allow any transfer, gift, assignment, mortgage, pledge, hypothecation or alienation thereof except as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to expressly provided in section 3. 2.4 The Corporation hereby acknowledges the terms and conditions of the Escrow this Agreement and this Agreement applicable agrees to such Membertake all reasonable steps to facilitate its performance.

Escrow. On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000a) Within six (the “Escrowed Cash”6) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares business days following execution of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cashthis Agreement, the “Escrow Amount”) parties shall deliver their respective closing deliveries described below into an escrow account (the “Escrow Fund”)custody of Chase Manhattan Trust Company, to be maintained by an National Association as escrow agent reasonably acceptable to the parties (the “"Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”"). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII Company and the Escrow Agreement) Seller shall be disbursed to share equally in the Company in accordance with the terms payment of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser any and the Company shall bear an equal portion of the all fees and expenses of the Escrow Agent. (b) The Seller's deliveries shall include: (i) all stock certificates representing the Shares, with (ii) a duly endorsed but undated stock powers substantially in the portion borne by form of EXHIBITS C-1 AND C-2 attached hereto (collectively, the "Stock Power") for the transfer of the Shares to the Company to be deducted from the Escrow Fund. Bunge upon any Put Exercise or Call Exercise, and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members (iii) an executed copy of the Escrow Fund; providedAgreement, that a Member’s percentage substantially in the form attached hereto as EXHIBIT D ("Escrow Agreement") which shall function in part as irrevocable escrow instructions to the Escrow Agent. (c) The Company's deliveries shall include: (i) cash or cash equivalents in the full amount of the Escrow Fund Exercise Price, which shall be reduced by the amount deposited into a separate account pending release of such funds upon any indemnifiable Loss made pursuant to the terms Put Exercise or Call Exercise, and (ii) an executed copy of the Escrow Agreement which shall function in part as irrevocable escrow instructions to the Escrow Agent. (d) The Company and this Agreement applicable the Seller hereby agree that upon the Escrow Agent's receipt of a Put Exercise Notice or a Call Exercise Notice, the Seller shall be deemed to have sold, transferred and conveyed the Shares to the Company and the Company shall be deemed to have purchased the Shares with no additional actions being required by either party to consummate such Memberpurchase and sale, except as may be otherwise provided herein.

Escrow. On (a) In order to secure and to establish a procedure for the Closing Datesatisfaction of claims by Buyer and its related Indemnified Parties for indemnification pursuant to Article VII, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) as well as to establish an expense fund for the Stockholder Representative, concurrently with the execution and delivery of the Escrow Agreement and pursuant to applicable provisions thereof, the Escrow Agent will establish three separate escrow accounts (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (Indemnity Escrow Account,” the “Escrowed StockStockholder Claim Escrow Account” and together with the Escrowed Cash“SR Expense Account,” respectively, and, collectively, the “Escrow AmountAccounts”) into and, as of the Effective Time, the Indemnity Escrow Account will hold an escrow account amount equal to the Indemnity Escrow Amount, the Stockholder Claim Escrow Account will hold an amount equal to the Stockholder Claim Escrow Amount, and the SR Expense Account will hold an amount equal to $200,000 (the “Escrow FundSR Expense Amount”), to free of any Lien, encumbrance, or other claim of any creditor of any of the parties. The funds in the Indemnity Escrow Account and the SR Expense Account will be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) held and released in accordance with the terms of an this Agreement and the Escrow Agreement in for a period beginning on the form attached hereto as Exhibit B Closing Date and ending on the first anniversary thereof (the “Escrow AgreementRelease Date”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII , and the funds in the Stockholder Claim Escrow Agreement) shall Account will be disbursed to the Company held and released in accordance with the terms of this Agreement and the Stockholder Claim Escrow Agreement for a period beginning on the Closing Date and ending on the date four (4) months thereafter (the “Stockholder Claim Release Date”), each subject to extension as provided in Section 2.10(f) with respect to claims that remain subject to dispute on such date. On or prior to the Closing, Buyer shall deposit, or cause to be deposited, with the Escrow Agent to be held (i) in the Indemnity Escrow Account an amount in cash equal to the Indemnity Escrow Amount, (ii) in the Stockholder Claim Escrow Account an amount in cash equal to the Stockholder Claim Escrow Amount and (iii) in the SR Expense Account an amount in cash equal to the SR Expense Amount. (b) The Indemnity Escrow Amount shall be deemed to comprise a deposit, into a fund maintained in the Indemnity Escrow Account pursuant to the Escrow Agreement (the “Indemnity Escrow Fund”), all on behalf of certain Stockholders receiving a portion of the Merger Consideration hereunder and the Bonus Plan Participants (each such Person initially allocated a portion of the Indemnity Escrow Fund pursuant to this Section 2.10(a), an “Escrow Participant”), subject to Article VII, in respective initial amounts as set forth on the Certified Capitalization Table, which initial amounts shall be (i) allocated between certain Stockholders in the aggregate, on the one year anniversary hand, and the Bonus Plan Participants in the aggregate, on the other hand, in the same ratio as the Merger Consideration Amount bears to the Participant Payment Amount, (ii) allocated among the Bonus Plan Participants in proportion to their respective Bonus Plan Payment Amounts and (iii) allocated among certain Stockholders as follows: first, to the holders of the Closing Date. Purchaser and shares of Company Series D Preferred Stock in proportion to their respective numbers of such shares, until the aggregate amount so allocated equals the excess of the Merger Consideration allocated with respect to the shares of Company shall bear an equal Series D Preferred Stock over the portion of the fees SR Expense Fund initially allocated with respect to the shares of Company Series D Preferred Stock, and expenses the remainder, if any, to the holders of Company Series E Preferred Stock in proportion to their respective numbers of such shares. The percentage of the Indemnity Escrow Fund so initially allocated to an Escrow Participant shall be referred to herein as such Escrow Participant’s “Escrow Percentage.” Any payment made from the Indemnity Escrow Fund to Indemnified Parties shall reduce the respective deemed deposits of the Escrow AgentParticipants in the Indemnity Escrow Fund in proportion to their respective Escrow Percentages. (c) The Stockholder Claim Escrow Amount shall be deemed to comprise a deposit, with into a fund maintained in the portion borne by Stockholder Claim Escrow Account pursuant to the Company to be deducted from Stockholder Claim Escrow Agreement (the “Stockholder Claim Escrow Fund. Bunge and BIG ”), all on behalf of the Stockholders that are Escrow Participants (each such Person initially allocated a portion of the Stockholder Claim Escrow Fund pursuant to this Section 2.10(c), a “Stockholder Claim Escrow Participant”), subject to Article VII, in respective initial amounts as set forth on the Certified Capitalization Table, which initial amounts shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company allocated to the Members holders of the Escrow Fund; provided, that a Member’s shares of Company Series D Preferred Stock in proportion to their respective numbers of such shares. The percentage of the Stockholder Claim Escrow Fund so initially allocated to a Stockholder Claim Escrow Participant shall be reduced by referred to herein as such Stockholder Claim Escrow Participant “Stockholder Claim Escrow Percentage.” Any payment made from the amount of any indemnifiable Loss made pursuant Stockholder Claim Escrow Fund to Indemnified Parties shall reduce the terms respective deemed deposits of the Stockholder Claim Escrow Agreement and this Agreement applicable Participants in the Stockholder Claim Escrow Fund in proportion to such Membertheir respective Stockholder Claim Escrow Percentages.

Escrow. On or before each of the Closing DateDates, Purchaser (a) the ------ Company shall deposit Two Hundred Fifty Thousand Dollars ($250,000) execute and deliver to the escrow agent (the “Escrowed Cash”"Escrow Agent") and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates identified in the name of the Company Escrow Agreement attached hereto as Exhibit D (the “Escrowed Stock” "Escrow Agreement") all applicable agreements, documents, instruments and writings required pursuant to (i) Section 4.3 in regard to the First Tranche Closing (collectively, the "First Tranche Company Closing Documents") or (ii) Section 4.4 in regard to the Second Tranche Closing (collectively, the "Second Tranche Company Closing Documents" and together with the Escrowed CashFirst Tranche Company Closing Documents, the “Escrow Amount”) into an escrow account (the “Escrow Fund”"Company Closing Documents"), to be maintained delivered by an the Company including, without limitation, certificates for the number and series of Preferred Shares set forth opposite each Purchaser's name on Exhibit A or Exhibit AA, as applicable, registered in such Purchaser's name and such Purchaser's Warrants and (b) each of the Purchasers shall pay by wire transfer of immediately available funds into escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement such Purchaser's Purchase Price and execute and deliver all applicable agreements, documents, instruments and writings required pursuant to (i) Section 4.1 in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses regard to the extent set forth First Tranche Closing (collectively and together with such Purchaser's First Tranche Purchase Price, the "First Tranche Purchaser's Closing Documents") or (ii) Section 4.2 in Article VII regard to the Second Tranche Closing (collectively, and together with such Purchaser's Second Tranche Purchase Price, the "Second Tranche Purchaser's Closing Documents" and together with the First Tranche Purchaser's Closing Documents, and the Company Closing Documents, the "Closing Documents"), to be delivered by such Purchaser. In regard to the First Tranche Closing, the Escrow AgreementAgent shall give notice (an "Escrow Agent Notice") to the parties hereto when the Escrow Agent has received all of the First Tranche Company Closing Documents and First Tranche Purchaser's Closing Documents and shall be disbursed deliver the First Tranche Company Closing Documents to the Purchasers and wire transfer the funds constituting the First Tranche Purchase Prices and deliver the other First Tranche Purchaser's Closing Documents to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement Agreement. In regard to the Second Tranche Closing, the Escrow Agent shall give an Escrow Agent Notice to the parties hereto when the Escrow Agent has received all the Second Tranche Company Closing Documents and this Agreement applicable Second Tranche Purchaser's Closing Documents. The Company shall then give notice (the "Company Closing Notice") to the Escrow Agent and the Purchasers when all of the conditions set forth in Section 4.2 have been satisfied or waived and that it is ready to file the Registration Statement as soon as is practicable after receipt of the Purchaser Closing Notice (defined below) of each Purchaser. Each Purchaser shall give notice (each a "Purchaser Closing Notice") to the Company and the Escrow Agent that all of the conditions set forth in Section 4.4 have been satisfied or waived except for Section 4.4(l). Upon the filing of the Registration Statement, the Company shall give notice (the "Filing Notice") to the Escrow Agent and the Purchasers that such Memberfiling has occurred. As soon thereafter as is practicable on the Second Tranche Closing Date, the Escrow Agent shall deliver the Second Tranche Company Closing Documents to the Purchasers and wire transfer the funds constituting the Second Tranche Purchase Prices and deliver the other Second Tranche Purchaser's Closing Documents to the Company pursuant to the terms and conditions of the Escrow Agreement.

Escrow. On the Closing Date, Purchaser shall will deposit Two Hundred Fifty Thousand Dollars ($250,000) (in escrow with the “Escrowed Cash”) Escrow Agent, on behalf of and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company Stockholders, certificates representing fifteen (15%) percent of the number of whole shares of Purchaser Common Stock, comprised of 15% of the Unvested Shares and 15% of the unrestricted shares of Purchaser Common Stock, that such Stockholders have the right to receive pursuant to the provisions of Section 1.8 (the “Escrowed Stock” and together with "Escrow Shares"). Two-thirds of the Escrowed CashEscrow Shares so deposited shall be retained by the Escrow Agent, pursuant to the “Escrow Amount”) into an escrow account (the “Escrow Fund”)Agreement, to secure the Stockholders' indemnification and certain other obligations to Purchaser, for a period of 1 year after the Closing Date and shall be maintained by an escrow agent reasonably acceptable available to the parties (the “Escrow Agent”) Purchaser to satisfy claims in accordance with Section 9; provided, however that if an indemnification claim is pending at the terms expiration of an such 1 year period, the Escrow Agreement in the form attached hereto as Exhibit B (the “Agent shall retain a number of Escrow Agreement”Shares required to satisfy such claim(s) until resolution of such claim(s). The remaining one-third of the Escrow Fund Shares so deposited shall be retained by the Escrow Agent, pursuant to the Escrow Agreement, to secure the Stockholders' indemnification obligations pursuant to Section 9.2(a)(vi) for a total of four (4) years after the Closing Date and shall be available to Purchaser in accordance with Section 9; provided, however that if an indemnification claim is pending at the expiration of such 4 year period, the Escrow Agent shall retain a number of Escrow Shares required to satisfy such claim(s) until resolution of such claim(s). Where a Stockholder includes in its deposit of Escrow Shares, Unvested Shares together with other shares of Purchaser Common Stock that are not restricted, the shares deposited that are not restricted shall be used for to satisfy claims made pursuant to Section 9, if any, before Unvested Shares are so used. Escrow Shares that are Unvested Shares shall vest on the purpose specified in Article VII hereinsame vesting schedule as Unvested Shares held outside of escrow. The At such time as any Stockholder is entitled to a release of Escrow Fund (less Shares from escrow any amounts for indemnifiable Losses to the extent set forth in Article VII and such release by the Escrow Agreement) Agent shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberAgreement.

Escrow. On 13.01. The Deposit shall be held in escrow by Escrow Agent in an interest bearing account until disbursed as herein provided. Any interest accrued on the Closing Date, Purchaser Deposit shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), be paid to be maintained by an escrow agent reasonably acceptable whichever party is entitled to the parties (the “Escrow Agent”) Deposit in accordance with the terms provisions of an this Agreement. The interest earned on the Deposit shall at Purchaser’s election either be credited against the Purchase Price or paid to Purchaser at Closing. The Deposit shall be held and disbursed by Escrow Agreement Agent in the form attached hereto as Exhibit B following manner: (a) to Seller at the “Closing upon consummation of the Closing; or (b) to Seller upon receipt by Escrow Agreement”). The Escrow Fund shall be used for Agent of written demand therefor stating that Purchaser has failed to consummate the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company transactions contemplated by this Agreement in accordance with the terms provisions of Section 12.01 herein; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Purchaser, nor thereafter, if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the provisions of Section 13.02; or (c) to Purchaser upon receipt of written demand therefor, stating that either (i) this Agreement has been terminated pursuant to a provision hereof and certifying the basis for such termination and that Purchaser is entitled to the Deposit pursuant to the provisions of this Agreement, or (ii) Seller has failed to consummate the transactions contemplated by this Agreement in accordance with the provisions of Section 12.02 herein or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement; provided, however, that after the expiration of the Due Diligence Period, Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection from Seller in accordance with the provisions of Section 13.02. If Purchaser elects to terminate this Agreement on prior to the one year anniversary expiration of the Closing DateDue Diligence Period, then Escrow Agent shall pay the entire Deposit to Purchaser as soon as practicable following receipt of the demand therefor from Purchaser, and this Agreement shall thereupon terminate. Notwithstanding anything to the contrary contained herein, no notice from Escrow Agent to Seller shall be required as a condition precedent for or in connection with the release of the entire Deposit to Purchaser by Escrow Agent on or prior to the expiration of the Due Diligence Period and Escrow Agent shall release such funds to Purchaser even if Seller objects thereto but Escrow Agent shall nonetheless promptly notify Seller upon any such release. 13.02. Except as provided in the last two sentences of Section 13.01(c), upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (b) or (c) of Section 13.01, Escrow Agent shall, within two business days, send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within the greater of five (5) days or three (3) business days after Escrow Agent delivers a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand. 13.03. Except as provided in the last two sentences of Section 13.01(c), in the event of any dispute between the parties regarding the Deposit, Escrow Agent shall disregard all instructions received and at its option either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of said resolution in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit into a court of competent jurisdiction (whereupon Escrow Agent shall be released and relieved of any and all liability and obligations hereunder from and after the date of such deposit). 13.04. Except as provided in the last two sentences of Section 13.01(c), in the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. 13.05. Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Article 13 shall be signed by Escrow Agent, Purchaser and Seller. 13.06. Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the Company shall bear an equal portion carrying out of its duties hereunder, including the fees reasonable costs and expenses of the defending itself against any claim of liability or participating in any legal proceeding. Escrow AgentAgent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages opinion of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fundsuch counsel; provided, that a Member’s percentage of the Escrow Fund prevailing party in any dispute hereunder shall be reduced entitled to recover such costs from the other party. 13.07. Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by the amount giving notice in writing of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable such resignation specifying a date when such resignation shall take effect; provided, however, that (i) prior to such Memberresignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) Escrow Agent shall deposit the Deposit with a court of competent jurisdiction. After such resignation, Escrow Agent shall have no further duties or liability hereunder.

Escrow. On As partial security against (i) termination of this Agreement by Buyer pursuant to Section 9.5 below, (ii) any indemnification claims by the Buyer pursuant to Section 6.7 of this Agreement, (iii) any Pre-Closing DateRevenue Deficiency, Purchaser and/or (iv) any Post-Closing Revenue Deficiency, upon full execution hereof, Buyer shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates Deposit Shares in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow FundAccount”), ) to be maintained by an escrow agent reasonably acceptable to the parties established with Globex Transfer LLC (the “Escrow Agent”) in accordance with ). The Deposit Shares shall be held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement in the form attached hereto as Exhibit B C (the “Escrow Agreement”). Subject to Section 2.5(a) and 2.5(b) below, (i) promptly following completion of FRLF’s audit of the Assets by its auditor, the Buyer and the Sellers shall execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver a 50% portion of the Deposit Shares remaining in the Escrow Account at such time to the Sellers’ Representative on behalf of the Sellers, and (ii) promptly following 4 months subsequent to the Closing unless there is a disagreement between the Buyer and the Sellers, the Buyer and the Sellers shall execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver any portion of the Deposit Shares remaining in the Escrow Account at such time to the Sellers’ Representative on behalf of the Sellers. The Escrow Fund scheduled distribution dates in this Section 2.5 shall each be referred to as a “Release Date”. (a) In the event that, prior to 5 months subsequent to the Closing, the Sellers shall be used for the purpose specified in Article VII herein. The Escrow Fund (less obligated to pay any amounts for indemnifiable Losses due to the extent set forth Buyer under (i) any settlement agreement between the parties, or (ii) any judgment or order from a court of competent jurisdiction (which judgment or order is final and either non-appealable or the deadline to make appeal therefrom shall have passed), in Article VII either case, regarding any claims for Losses made by the Buyer pursuant to Section 6.7 of this Agreement, then the Buyer and the Sellers shall promptly execute a joint instruction to the Escrow Agreement) Agent directing the Escrow Agent to deliver a number of the Deposit Shares remaining in the Escrow Account to FRLF equal to such amounts divided by $0.23/share (along with duly executed stock powers sufficient to reissue the shares to FRLF), and the remaining balance of Deposit Shares held, if any, pursuant to the Escrow Agreement shall be disbursed to the Company retained in accordance with the terms of this Section 2.5 and the Escrow Agreement. (b) In the event that the Buyer shall have made claim(s) for Losses pursuant to Section 6.7 of this Agreement and such indemnification claim(s) remain outstanding as of a Release Date, then the Deposit Shares scheduled to be released to the Stockholders on such Release Date shall only be delivered to the Stockholders to the extent that the amount of such indemnification claim(s) (the “Claim Amount”), is less than the amount of Deposit Shares that would be held pursuant to the Escrow Agreement after giving effect to such scheduled release multiplied by $0.23/share, in which case, (i) promptly following the Release Date, the Buyer and the Sellers shall execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver to Sellers an amount of the Deposit Shares equal to the amount of Deposit Shares scheduled to be released to the Sellers on such Release Date, subject to any reduction needed to ensure that the one year anniversary amount of the Deposit Shares that would be held pursuant to the Escrow Agreement after giving effect to such release equal the Claim Amount divided by $0.23/share, (ii) the Buyer and the Stockholders shall execute any required amendments to the Escrow Agreement in order to extend the period of the Escrow Agreement, and (iii) the portion of the Deposit Shares then held pursuant to the Escrow Agreement equal to the Claim Amount divided by $0.23/share shall remain held in escrow pending the resolution of such indemnification claim. Upon resolution of such outstanding indemnification claim(s), either by mutual agreement of the parties or pursuant to a judgment or order from a court of competent jurisdiction (which judgment or order is final and either non-appealable or the deadline to make appeal therefrom shall have passed), the Buyer and the Sellers shall promptly execute a joint instruction to the Escrow Agent directing the amount of Deposit Shares then held pursuant to the Escrow Agreement to be delivered to (i) Buyer for any amounts which Buyer is entitled to receive as a result of the resolution of such outstanding indemnification claims(s), and (ii) the Sellers for the amount, if any, by which a prior release was reduced to ensure that the amount of Deposit Shares that would continue to be held pursuant to the Escrow Agreement were equal to the Claim Amount divided by $0.23/share and, if subsequent to 4 months following the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made remaining balance pursuant to the terms Escrow Agreement. (c) With respect to the Sellers’ obligations to indemnify for Losses pursuant to Section 6.7 of this Agreement, the Buyer shall make demand for payment under the Escrow Agreement prior to instituting any proceedings or taking any other action against the Sellers, unless the failure to institute proceedings or take such other action shall prejudice the Buyer’s ability to make such indemnification claim, and any amounts owed to Buyer pursuant to Section 6.7 of this Agreement applicable Agreement, after application of this Section 2.5, shall be paid to such MemberBuyer in cash.

Escrow. On The Parties agree: (a) upon execution of this Agreement and the Closing DateExchange Agreement, Purchaser shall to authorize Parent to deliver to the Escrow Agent, for deposit Two Hundred Fifty Thousand Dollars into the Escrow, 20,000,000 Escrow Shares and to authorize the Escrow Agent to hold in the Escrow on behalf of each Shareholder that number of Escrow Shares set forth opposite such Shareholder’s name on Schedule A hereto, subject to adjustment pursuant to Section 2(d) of this Agreement. ($250,000b) (thereafter, to authorize Parent to deliver to the “Escrowed Cash”) Escrow Agent for deposit into the Escrow any cash and REG shall deposit Ninetynon-Seven Thousand Five Hundred Sixty-One (97,561) shares cash dividends and other property at any time received or otherwise distributed on, in respect of, or in exchange for, any or all of the common stock of REGforegoing, as adjusted all securities hereafter issued in substitution for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interest, privileges and preferences appertaining or incident to the Escrow Shares (the each, an “Escrowed StockEscrow Share Distribution” and together with the Escrowed CashEscrow Shares, the “Escrow AmountProperty”). (c) into an escrow account to authorize the Escrow Agent to release one-sixth (1/6) of the Escrow Shares to the Shareholders, on a pro-rata basis, for every AU$1,000,000 in Financing raised by Parent at a price per share equal to or greater than the Price Requirement (the “Financing Release”). (d) to authorize the Escrow FundAgent to release to Parent for cancellation, such Shareholder’s pro rata amount of the total number of Escrow Shares to be cancelled (the “Cancelled Shares”), based upon such Shareholder’s proportionate share of the Escrow Shares, and a pro rata percentage of any Escrow Share Distribution (if any) to be maintained cancelled in the event that, within three years from the Closing Date (as defined in the Exchange Agreement), Parent consummates one or more Financings at a price per share that is less than the Price Requirement. The total number of Cancelled Shares shall be calculated as follows: X = Y - (A)(Y) Where X = the number of Escrow Shares to be released for cancellation by an escrow agent reasonably acceptable to Parent. Y = the parties number of shares of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of securities issued in the “Escrow Agent”Financing.) A = the price per share of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of securities issued in the Financing) issued in the Financing, converted into Australian dollars in accordance with Section 1(d) below, if applicable. B = Price Requirement. (e) after three years from the terms of an Escrow Agreement Closing Date (as defined in the form attached hereto as Exhibit B Exchange Agreement), to authorize the Escrow Agent to release to the Shareholders any remaining Escrow Shares, after giving effect to the Financing Release, if applicable. (the “Escrow Agreement”). The Escrow Fund shall be used f) for the purpose specified purposes of this Agreement, the purchase price per share of Parent Common Stock for a financing conducted in Article VII herein. The Escrow Fund a currency other than Australian dollars (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement“Foreign Currency”) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement converted into Australian dollars based on the one year anniversary rate of exchange for the Closing Date. Purchaser and the Company shall bear an equal portion conversion of the fees and expenses of the Escrow Agent, with the portion borne such Foreign Currency into Australian dollars as quoted by the Company to be deducted from Reserve Bank of Australia on the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages closing date of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberfinancing.

Escrow. On (a) CONTRACTOR agrees to pay into an Escrow Fund the Closing Date, Purchaser shall deposit Two Hundred Fifty sum of One Thousand Dollars ($250,000) (the “Escrowed Cash”1,000.00) and REG to contribute, through automatic settlement deductions, Fifty Dollars ($50.00) per week, per tractor until a balance of One Thousand Dollars ($1,000.00) is reached. This sum shall deposit Ninety-Seven Thousand Five Hundred Sixty-One be maintained for the duration of this AGREEMENT. Following withdrawals as specified herein, additional Fifty Dollar (97,561$50.00) shares deductions will be made in subsequent settlements until the minimum balance is restored. CARRIER may pay out the monies held in this Escrow Fund for the following purposes: (i) To pay Advances back to CARRIER; (ii) To reimburse CARRIER for amounts due pursuant to paragraph 8 of this AGREEMENT; (iii) To pay for licenses, permits, taxes levies or assessments necessary for operations under this AGREEMENT; (iv) To pay insurance premiums on equipment leased to CARRIER; (v) To pay for repairs or maintenance of the common stock of REG, as adjusted Equipment necessary for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates operations under this AGREEMENT and/or to comply with applicable governmental rules and regulations; and (vi) To reimburse CARRIER for costs incurred 8in the name of the Company completing transportation under paragraph 6(c). (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”b) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Said Escrow Fund shall be drawn on to pay (i) and (ii) expenses automatically. It shall be used for to pay (iii), (iv) and (v) expenses only if the purpose specified CONTRACTOR requests CARRIER to make such payments and CARRIER agrees or if CARRIER deems it necessary to make such payments to keep CONTRACTOR in Article VII hereina position to perform its obligations under this AGREEMENT. CARRIER shall inform CONTRACTOR at each settlement of any payments to be made out of the Escrow Fund. The settlement sheets will clearly indicate all additions and deductions to the Escrow Fund. CONTRACTOR shall have the right to demand an accounting for transactions involving the Escrow Fund at anytime. During the time CARRIER holds this Escrow Fund it shall pay interest quarterly on the balance in the Escrow Fund (less any amounts for indemnifiable Losses a sum equal to the extent set forth in Article VII and average advance balance during the Escrow Agreementquarter) shall be disbursed at a rate equal to the Company average yield or equivalent coupon issue yield on 91-day, 13-week Treasury bills as established in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne weekly auction by the Company Department of Treasury. Within 45 days after termination of this AGREEMENT, CARRIER shall return to be deducted from CONTRACTOR all monies in the Escrow Fund. Bunge , which have been paid out and BIG shall agree prior provide a final account, upon the following conditions: (i) That all materials and equipment (including signs) of CARRIER entrusted to Closing as between themselves CONTRACTOR during the percentages lease term be returned to CARRIER; (ii) That all designations pertaining to CARRIER affixed to equipment of Escrowed Cash CONTRACTOR be removed; (iii) That reports on all accidents or incidents involving injury to other persons or property during the term of this lease in which CONTRACTOR or its employees were involved be completed and Escrowed Stock filed with CARRIER; and (iv) That all reports of damage to property transported by CONTRACTOR for CARRIER be received by Bunge completed and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberfiled with CARRIER.

Escrow. On At the Second Closing, Buyers shall deposit (or shall cause Vertex to deposit) an aggregate amount equal to 1,000,000 shares of Vertex Common Stock, as adjusted under Section 5.02 (the "Escrow Amount"), by the delivery of a stock certificate representing in the aggregate the Escrow Amount, in an account (the "Escrow Account") established with a mutually agreed upon financial institution reasonably approved by the Parties (the "Escrow Agent"), to be administered pursuant to the terms and conditions set forth in an escrow agreement in a form reasonably agreed upon by the parties (the "Escrow Agreement") to be entered into at the Second Closing by the Parties and the Escrow Agent. The Escrow Agreement shall, among other things, provide that (1) it shall be available to cover all Claims by Buyers for indemnification under this Agreement or any downward adjustment (without duplication) in the Closing DateStock Consideration contemplated by Section 5.02 above, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,0002) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) 500,000 shares of the common stock Closing Consideration, less the sum of REG[a] the number of shares surrendered or returned to Buyers (or Vertex) related to any paid indemnification Claims, as adjusted for plus [b] the number of shares covering any post-Effective Date dividendthen outstanding indemnification Claims (including those which are final and liquidated and those which are not final and liquidated) and plus [c] the number of shares of the Vertex Common Stock used to cover any downward adjustment in the Closing Stock Consideration contemplated by Section 5.02 above, stock split, recapitalization or reorganization by REG by delivery of stock certificates shall be released from the Escrow Account and issued in the name of the Company Sellers (the “Escrowed Stock” or their Affiliates, as is designated by Sellers to Buyers and together with the Escrowed Cashas is allowable under applicable Law) on September 15, the “2015 and (3) any remaining Escrow Amount”) into an escrow account Amount (the “Escrow Fund”including any interest or dividends thereon), less any amount related to any then outstanding indemnification Claims (including those which are final and liquidated and those which are not final and liquidated), shall be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement issued in the form attached hereto name of Sellers (or its Affiliates, as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses is designated by Sellers to the extent set forth in Article VII Buyers and the Escrow Agreementas is allowable under applicable Law) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year eighteen (18) month anniversary of the Second Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On (a) At the Closing, the Purchaser will withhold 10% of the Exchange Shares to be issued to each Icarian Stockholder in accordance with Section 2.6(a) (rounded down to the nearest whole number of shares to be issued to such Icarian Stockholder) and deliver such shares (the "Escrow Shares") to Xxxxxx-Xxxxxxxxx, Xxxx & XxXxxxxxx LLP (the "Escrow Agent"), as escrow agent, to be held by Escrow Agent as collateral for the Corporation's indemnification obligations under Article 10 and pursuant to the provisions of an escrow agreement (the "Escrow Agreement") in a form to be mutually agreed by the parties hereto prior to Closing and, upon such agreement, to be attached hereto as Exhibit 2.7. (b) The Escrow Shares will be held by the Escrow Agent from the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars until the date that is twelve ($250,00012) months after the Closing Date (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) "Escrow Period"). Any shares of Purchaser Common Stock or other equity securities issued or distributed by the common stock Purchaser (including securities issued upon a Capital Change) with respect to the Escrow Shares in the Escrow Period shall be added to and considered part of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization the Escrow Shares. Cash dividends on the Escrow Shares shall be deposited with the Escrow Agent until release thereof pursuant to the Escrow Agreement. The Escrow Shares withheld from each Icarian Stockholder will be represented by a certificate or reorganization by REG by delivery of stock certificates issued in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”)such Icarian Stockholder. The Escrow Fund Each Icarian Stockholder shall be used for shown as the purpose specified in Article VII herein. The record owner on the Purchaser's books and records of such number of Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company Shares but, in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company Agreement, such Icarian Stockholder shall bear an equal portion of the fees and expenses of not have voting rights with respect to the Escrow AgentShares until such Escrow Shares, with the portion borne by the Company if any, are released to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made such Icarian Stockholder pursuant to the terms of the Escrow Agreement. (c) In the event that the Merger is approved by the Icarian Stockholders as provided herein, the Icarian Stockholders shall, without any further act of any Icarian Stockholder, be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral for the Corporation's indemnification obligations under Article 10 in the manner set forth in Article 10 and the Escrow Agreement, (ii) the appointment of Apax Partners as the representative of the Icarian Stockholders (the "Stockholder Representative") with respect to the matters set forth in Article 10 and under the Escrow Agreement and this as the attorney-in-fact and agent for and on behalf of each Icarian Stockholder (other than holders of Dissenting Shares), and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement applicable (including, without limitation, the exercise of the power to: authorize delivery to the Purchaser of Escrow Shares in satisfaction of claims by the Purchaser; agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Memberclaims; resolve any claim made pursuant to Article 10; and take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing) and (iii) to all of the other terms, conditions and limitations in the Escrow Agreement.

Escrow. On (a) At the Closing DateClosing, Purchaser the Parent shall deposit Two Hundred Fifty Thousand Dollars ($250,000) withhold from the shares of Parent Common Stock that would otherwise be issued in the Merger to each holder of Company Common Stock and Company Preferred Stock (the “Escrowed Cash”"COMPANY STOCKHOLDERS") and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) pursuant to Section 2.1(a), a number of such shares of Parent Common Stock that is equal to fifteen percent (15%) of the common stock aggregate number of REGshares of Parent Common Stock included in the Merger Consideration, and the number of such shares of Parent Common Stock withheld from each Company Stockholder shall be PRO RATA and shall be rounded down to the nearest whole number of such shares (such withheld shares of Parent Common Stock being hereinafter referred to as the "ESCROW SHARES"). The Parent will deliver certificates representing such Escrow Shares to an institution reasonably acceptable to the Company, as adjusted for any post-Effective Date dividendescrow agent (the "ESCROW AGENT"), stock splitand, recapitalization or reorganization by REG by delivery of stock certificates at the time prescribed in the name of Section 2.2(b), the Company Stockholders will deliver to the Escrow Agent related stock transfer powers executed by the applicable Company Stockholders (with medallion signature guarantees if requested by the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”Agent), to be maintained held by the Escrow Agent as security for the Company Stockholders' indemnification obligations under Article VIII and pursuant to the provisions of an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) agreement in accordance with the terms of an Escrow Agreement in substantially the form attached hereto as Exhibit B C (the “"ESCROW AGREEMENT") to be entered into at the Closing by the Parent, the Escrow Agent and Xxxx Xxxxxxxx, as the representative of the Company Stockholders (the "ESCROW REPRESENTATIVE") under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each Company Stockholder as provided in the Escrow Agreement”. The Escrow Shares shall be withheld from each Company Stockholder PRO RATA in the same proportion as the total number of shares of Parent Common Stock issuable to such stockholder under Section 2.1(a) bears to the total number of shares of Parent Common Stock issued to all Company Stockholders under Section 2.1(a). The Escrow Fund Shares shall be used represented by stock certificates issued in the names of each of the Company Stockholders in proportion to their respective interests in the Escrow Shares and shall be held by the Escrow Agent during that time period commencing on the Effective Time and ending on the first anniversary of the Effective Time or on such earlier or later date as may be provided in the Escrow Agreement (such time period being hereafter called the "ESCROW PERIOD"). (b) By their approval of the Merger, the Company Stockholders will be conclusively deemed to have consented to, approved and agreed to be bound by: (i) the indemnification provisions of Article VIII; (ii) the Escrow Agreement; (iii) the appointment of Xxxx Xxxxxxxx as the Escrow Representative; and (iv) the taking by the Escrow Representative of any and all actions and the making of any decisions required or permitted to be taken by the Escrow Representative under this Agreement and/or the Escrow Agreement, including the exercise of the power to: (I) authorize delivery to the Parent of Escrow Shares in satisfaction of indemnity claims by the Parent or any other Indemnified Person pursuant to Article VIII and/or the Escrow Agreement; (II) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (III) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (IV) take all actions necessary in the judgment of the Escrow Representative for the purpose specified in Article VII hereinaccomplishment of the foregoing. The Escrow Fund (less any amounts for indemnifiable Losses Representative will have authority and power to act on behalf of each Company Stockholder with respect to the extent set forth Escrow Agreement and the disposition, settlement or other handling of all claims under Article VIII hereof or governed by the Escrow Agreement, and all rights or obligations arising under the Escrow Agreement so long as all Company Stockholders are treated in Article VII the same manner. The Company Stockholders will be bound by all actions taken and documents executed by the Escrow Representative in connection with the Escrow Agreement, and the Parent will be entitled to rely on any action or decision of the Escrow Representative. In performing the functions specified in this Agreement and the Escrow Agreement) shall , the Escrow Representative will not be disbursed liable to any Company Stockholder in the Company in accordance with absence of gross negligence or willful misconduct on the terms part of the Escrow Agreement on the one year anniversary of the Closing DateRepresentative. Purchaser and the Company shall bear an equal portion of the fees and expenses of Any loss, liability or expense reasonably incurred without gross negligence or willful misconduct by the Escrow Agent, Representative in connection with the portion borne actions taken by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made Representative pursuant to the terms of the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company Stockholders to the Escrow Representative PRO RATA in proportion to their respective percentage interests in the Escrow Shares. In performing the functions specified in this Agreement applicable and the Escrow Agreement, the Escrow Representative shall have reasonable access to information about the Parent and the reasonable assistance of the Parent's officers and employees; PROVIDED, that the Escrow Representative shall treat confidentiality and not disclose any nonpublic information from or about the Parent or any Parent Subsidiary to any person (except on a need to know basis to individuals who agree to treat such Memberinformation confidentially).

Escrow. On (i) Simultaneously with the Closing Dateexecution and delivery of this Agreement by a Purchaser, except as set forth in Schedule 2.1(d), such Purchaser shall deposit Two Hundred Fifty Thousand Dollars promptly cause a wire transfer of immediately available funds ($250,000U.S. dollars) in an amount representing the “Aggregate Purchase Price (Subscription Amount)” on such Purchaser’s signature page affixed hereto and opposite such Purchaser’s name thereon, to be paid to a non-interest bearing escrow account of the Escrow Agent set forth on Exhibit H attached hereto (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of aggregate amounts received being held in escrow by the common stock of REG, Escrow Agent are referred to herein as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund Agent shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and hold the Escrow Agreement) shall be disbursed to the Company Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the terms Escrow Amount in escrow in accordance with and subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) in the case of the termination of this Agreement in accordance with Section 6.18, in which case, if the Escrow Agent then holds any portion of the Escrow Agreement on Amount, then: (I) the one year anniversary Escrow Agent shall return the portion of the Closing Date. Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, in accordance with written wire transfer instructions received from such Purchaser; and (II) if Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company, Whitehall and the Company Placement Agent that the Closing shall bear an equal portion of have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (I) the Placement Agent Fee to the Placement Agent, (II) the fees and expenses of counsel to the Placement Agent, to such counsel, and (III) the balance of the aggregate purchase price to the Company. (iii) The Company, Whitehall and the Purchasers acknowledge and agree for the benefit of the Escrow Agent (which shall be deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (I) is not responsible for the performance by the Company, the Purchasers or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (II) is only responsible for (a) holding the Escrow Amount in escrow pending receipt of written instructions from the Company, Whitehall and the Placement Agent directing the release of the Escrow Amount, and (b) disbursing the Escrow Amount in accordance with the written instructions from the Company, Whitehall and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (a) and (b) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (III) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel; and (vi) shall be authorized to receive from the Escrow Amount, on the applicable Closing Date, its reasonable fees and expenses as counsel to the Placement Agent as set forth in Section 2.1(d)(ii)(B) above. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company, Whitehall and the Purchasers hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is the result of the fraud, willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to such Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the portion borne by the Company to be deducted from other Transaction Documents, the Escrow FundAmount or any other matter. Bunge Each of the Company, Whitehall and BIG the Purchasers hereby expressly consents to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Company, Whitehall and the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) Escrow Agent shall agree have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, Whitehall and the Placement Agent at least ten (10) calendar days prior to Closing as between themselves the percentages specified effective date of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members such resignation. All obligations of the Escrow FundAgent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if an independent successor escrow agent shall have been appointed and have accepted such appointment in a writing to the Company, Whitehall and the Purchasers, then upon written notice thereof given to the Company, Whitehall, the Placement Agent, and each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the independent successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; providedor (II) if an independent successor escrow agent shall not have been appointed, for any reason whatsoever, Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, Whitehall, the Placement Agent and each of the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company, Whitehall and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, Escrow Agent shall have the absolute right to suspend all further performance under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a Member’s percentage court of competent jurisdiction, joint written instructions from the Company, Whitehall and the Placement Agent, or otherwise. In the event that any controversy arises between the Company, Whitehall and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Fund Amount, and shall be reduced have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the amount Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of any indemnifiable Loss made pursuant to or in connection with the terms Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Agreement Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and released from all liability hereunder. (G) The provisions of this Agreement applicable to such MemberSection 2.1(d) shall survive any termination of this Agreement.

Escrow. On 1.1 The Corporation hereby places and deposits in escrow with the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (Escrow Agent the Escrowed Shares and hereby delivers to the Escrow Agent the certificates identified in Schedule “A” representing the Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) Shares. If at any time for any reason a replacement certificate or replacement certificates are issued representing the Escrowed Shares or if the Escrowed Shares are converted or exchanged into shares of the common stock of REGanother class, as adjusted for any post-Effective Date dividend, stock split, recapitalization series or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cashcompany, the “Escrow Amount”) into an escrow account (Corporation shall deliver such replacement certificate or certificates, or the “Escrow Fund”)certificates representing the shares in another class, series or new company, to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent. While the Escrowed Shares are in escrow, the Securityholders shall be entitled to all rights as the beneficial and registered owner of the Escrowed Shares including, without limitation, the right to vote and to receive all dividends and other distributions on the Escrowed Shares. 1.2 The Escrowed Shares and the beneficial ownership of or any interest in, and the certificates representing, the Escrowed Shares shall not be transferred, gifted, sold, assigned, mortgaged, pledged, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise dealt with in any manner except as expressly provided in section 5. 1.3 Each of the portion borne by Securityholders hereby directs the Company Escrow Agent to retain the Escrowed Shares and the certificates representing the Escrowed Shares and not to do or cause anything to be deducted done to release the Escrowed Shares from escrow or to allow any transfer, gift, assignment, mortgage, pledge, hypothecation or alienation thereof except as expressly provided in section 5. 1.4 The Corporation hereby acknowledges the terms and conditions of this Agreement and agrees to take all reasonable steps to facilitate its performance. 1.5 The Corporation shall pay the Escrow Fund. Bunge and BIG shall agree prior to Closing Agent the fees for acting as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberescrow agent.

Escrow. On (a) The Restricted Shareholder hereby authorizes and directs the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares Secretary of the common stock of REGCompany, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as adjusted applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company (Company, or such other person designated by the “Escrowed Stock” and Company, the share certificates representing the Restricted Shares, together with the Escrowed Cashshare assignment duly endorsed in blank, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). A. The Escrow Fund Restricted Shares and share assignment shall be used for held by the purpose specified Secretary in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses escrow, pursuant to the extent set forth in Article VII Joint Escrow Instructions of the Company and the Escrow Agreement) Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent’s possession belonging to the Restricted Shareholder, and the escrow agent shall be disbursed to the Company in accordance with the terms discharged of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fundall further obligations hereunder; provided, however, that a Member’s percentage of the Escrow Fund escrow agent shall be reduced by the amount of any indemnifiable Loss made nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the terms Restricted Shares in escrow and while acting in good faith and in the exercise of the Escrow Agreement and this Agreement applicable to such Memberits judgment.

Escrow. On Vendor agrees to promptly place a copy of the Closing Datesource code for each of the Vendor Products (as well as all associated documentation and programmer materials, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000defect correction code and upgrades) (collectively the “"Escrowed Cash”Materials") in escrow with a mutually agreed upon escrow agent. The parties shall negotiate in good faith the terms and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares conditions of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cashescrow agreement. However, the “Escrow Amount”parties agree that the escrow agreement shall include the following terms: (i) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund Newbridge shall be used responsible for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion payment of the fees and expenses of the Escrow Agent, with escrow agent. (ii) Newbridge shall be entitled to receive a copy of the portion borne by the Company to be deducted Escrowed Materials from the Escrow Fundescrow agent if: (1) Vendor breaches any material term of the Reseller Agreement, and fails to remedy such breach within [*] ([*]) days of receiving written notice to do so by Newbridge; (2) any proceeding in bankruptcy, receivership, liquidation or insolvency is commenced against Vendor or its property, and the same is not dismissed within thirty (30) days; or (3) Vendor makes any assignment for the benefit of its creditors, becomes insolvent, commits any act of bankruptcy, ceases to do business as a going concern, or seeks any arrangement or compromise with its creditors under any statute or otherwise. Bunge * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iii) Upon release of the Escrowed Materials from escrow, Newbridge shall be entitled to use the Escrowed Materials to: (1) provide maintenance and BIG shall agree support (including without limitation any necessary correction of errors) to its customers; and (2) modify the Vendor Products, as required to satisfy functionality commitments made by Newbridge to existing or prospective customers prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members occurrence of the Escrow Fund; provided, that a Member’s percentage event described in Section 18.12(a)(ii) which triggered the release of the Escrow Fund Escrowed Materials, which modifications have been agreed to by Vendor in writing. (1) the Transfer Price for such product; or (2) the Average Net Revenue for each Vendor Product manufactured and distributed under this Section 18(iii). For purposes of this Agreement, "Average Net Revenue" shall be reduced by mean the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement average price at which Newbridge sells a particular Vendor Product, less any: (i) duties, (ii) sales, value-added, and this Agreement applicable to such Memberexcise taxes, and (ii) returned Vendor Products."

Escrow. On (i) Simultaneously with the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares closing of the common stock of REGBusiness Combination, as adjusted GigCapital4 shall deposit, for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” good and together with the Escrowed Cashvaluable consideration, the “Escrow Amount”) receipt, sufficiency and adequacy of which GigCapital4 hereby acknowledges, into an escrow account (the “Escrow FundAccount”), to be maintained by an escrow agent reasonably acceptable to the parties ) with Continental Stock Transfer & Trust Company (the “Escrow Agent”) in accordance with ), subject to the terms of an Escrow Agreement in the form attached hereto as Exhibit B a written escrow agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit A hereto and to be entered into prior to the Redemption Date, an amount equal to the lesser of (x) $25,375,000 and (y) $10.15 multiplied by the number of Shares and Additional Shares held by the Investors as of the closing of the Business Combination. Concurrently with the execution of the Escrow Agreement, the Company shall provide irrevocable written instructions to the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price in accordance with Section 1 and the aggregate Early Sales Premium in accordance Section 4(d). The payments to be made by the Company to each Investor in accordance with Section 1 or Section 4(d), if applicable, will be made solely with funds from the Escrow Fund shall be used for Account. (ii) In the purpose specified event that any Investor sells any Shares (including any Additional Shares) as provided in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to Section 4(d), upon receipt by the extent set forth in Article VII Company and the Escrow Agreement) Agent of an Open Market Sale Notice, the Escrow Agent shall be disbursed release from the Escrow Account to the Company in accordance with for the terms Company’s use without restriction an aggregate amount equal to the number of Shares (including any Additional Shares) sold multiplied by $10.15; provided that if an Investor sold any Early Sale Shares, within five (5) Business Days of the Company’s and the Escrow Agreement on the one year anniversary Agent’s receipt of the Closing Date. Purchaser applicable Open Market Sale Notice, the Escrow Agent shall release from the Escrow Account (a) for the selling Investor’s use without restriction an amount equal to the Early Sale Premium with respect to the Early Sale Shares sold by such Investor, and (b) for the Company’s use without restriction an amount equal to the number of Early Sale Shares sold in the Early Sale multiplied by $10.10. (iii) In the event that any Investor elects not to sell to the Company shall bear an equal portion of any Shares (including any Additional Shares) held by such Investor by either (A) delivering a written notice to the fees and expenses of Escrow Agent stating such Investor’s intention not to sell any Shares (or any Additional Shares) to the Escrow Agent, with the portion borne by or (B) such Investor failing to timely deliver a Shares Sale Notice to the Company pursuant to be deducted Section 1(a) for all of its Shares, the Escrow Agent shall release from the Escrow Fund. Bunge and BIG shall agree prior Account to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company for the Company’s use without restriction an amount equal to (x) $10.15 multiplied by (y) the Members number of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced Shares held by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberInvestor.

Escrow. (a) On the Closing Date, Purchaser the Buyer shall deposit Two Hundred Fifty Thousand Dollars deliver to the Escrow Agent a certificate ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates issued in the name of the Company Escrow Agent or its nominee) representing the Escrow Shares, as described in Section 1.5, for the purpose of securing the indemnification obligations of the Indemnifying Stockholders (as defined in Section 6.1) set forth in this Agreement. The Escrow Shares shall be held by the “Escrowed Stock” Escrow Agent under, and together with the Escrowed Cashdisbursed in accordance with, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable Agreement pursuant to the parties (terms thereof. The Escrow Agreement shall provide that one-third of the “Escrow Agent”) Shares shall be released from escrow six months after the Closing Date and the remaining Escrow Shares will be released from escrow on the first anniversary of the Closing Date, subject in accordance with each case to the delivery of notice of a Dispute pursuant to Article VI below and the terms of the Escrow Agreement; provided, however, that (i) Escrow Shares with a Value (as defined -------- ------- below) of UK(Pounds)200,000 shall be held in escrow until the date that is ten business days after the eighteen month anniversary of the consummation of the Company's disposition of Interglobe Telecommunications (International) plc, pursuant to an Escrow Agreement in between the form attached hereto as Exhibit B Company and Redstone Telecom plc dated February 24, 2000 (the “"Interglobe Agreement") for the purpose of securing the indemnification obligations of the Indemnifying Stockholders with respect to Section 6.1(e) and (ii) Escrow Agreement”Shares with a Value of $1,000,000 shall be held in escrow until two years after the Closing Date for the purpose of securing the indemnification obligations of the Indemnifying Stockholders with respect to Section 6.1(e) and breaches of the representations and warranties of the Company set forth in Section 2.9 (and the portion of the Company Certificate pertaining thereto). The Escrow Fund Shares shall be used held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII purposes and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement. (b) The adoption of this Agreement on and the one year anniversary approval of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne Merger by the Company to be deducted from the Escrow Fund. Bunge and BIG Stockholders shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution constitute approval by the Company Stockholders voting to approve the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms Merger of the Escrow Agreement and this Agreement applicable to such Memberof all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the appointment of the Indemnification Representatives.

Escrow. On (a) Notwithstanding anything to the contrary contained in this Article II, on the Closing Date, Purchaser there shall deposit Two Hundred Fifty Thousand be deducted from the Merger Consideration payable pursuant to Sections 2.01(b)(iii) and (iv), on a pro rata basis, the sum of Twenty Million Dollars ($250,00020,000,000) (the “"Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REGFunds"), as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) -------------- which sum will be deposited into an interest bearing escrow account (the “Escrow Fund”)account, to be maintained held by The Chase Manhattan Bank (the "Escrow Agent") pursuant to an escrow agent reasonably acceptable agreement ------------ to be entered into on the parties Closing Date among Parent, the Surviving Corporation, the Holders, the Holder Representatives and the Escrow Agent in substantially the form annexed hereto as Exhibit 2.05(a) (the “"Escrow Agent”) Agreement"). The ---------------- ----------------- Escrowed Funds will be deposited in accordance with the terms Cash/Stock Ratio (i.e., 55% of an Escrow Agreement the Escrowed Funds will be cash and 45% of the Escrowed Funds will be shares of Parent Common Stock or Parent Preferred Stock, as the case may be, together with duly endorsed blank stock powers) valued based on the Common Stock Stated Value or the Preferred Stock Stated Value, respectively, as indicated in Section 2.01(a)(ii). In addition, any shares of Parent Common Stock or Parent Preferred Stock, as the case may be, issued from time to time after the Closing Date in respect of the shares of Parent Common Stock or Parent Preferred Stock included in the Escrowed Funds by virtue of any stock split, stock combination, stock dividend or reclassification of shares, reorganization, recapitalization or similar change shall be immediately deposited into the escrow account, together with duly endorsed blank stock powers, and shall, upon deposit, be deemed to be part of the Escrowed Funds for all purposes hereunder. The Escrowed Funds will secure (x) any adjustments to the Merger Consideration as provided for in Section 2.04, and (y) the Holders' indemnification obligations under Articles IX and XI of this Agreement. The Escrowed Funds will be withdrawn or released as follows: (i) upon the final determination of the Shareholder Equity in accordance with Section 2.04, (A) if Parent is entitled to receive any adjustment of the Merger Consideration, the amount of such adjustment shall be withdrawn from the Escrowed Funds in accordance with Section 2.04, and paid to Parent, within five (5) days after such final determination, and (B) there shall be withdrawn from the Escrowed Funds the amounts necessary to pay any fees payable by the Holders to E&Y and the Independent Firm, as applicable, pursuant to Section 2.04(a)(v), such amounts to be paid directly to E&Y and the Independent Firm, as applicable; (ii) following the final determination of the Shareholder Equity in accordance with Section 2.04 and the withdrawal, if any, of Escrowed Funds as provided in clause (i) above, a portion of the Escrowed Funds will be released to the Holders (in accordance with the Cash/Stock Ratio) such that the sum of $15,000,000 (with the value of the Parent Common Stock or the Parent Preferred Stock, as the case may be, to be based on the Common Stock Stated Value or the Preferred Stock Stated Value, respectively) will remain as Escrowed Funds; provided, however, that if less than $15,000,000 (valued in the manner provided above) shall remain after the withdrawal as provided in clause (i) above, each Holder, within five (5) days after such withdrawal, shall deposit such additional cash and, at each Holder's option, shares of Parent Common Stock or Parent Preferred Stock, as the case may be (valued in the manner provided above, but not to exceed forty-five percent (45%) of the amount required to be deposited) as needed to cause the Escrowed Funds to be $15,000,000 (such deposit to be made by the Holders, pro rata, based on the respective portion of the Merger Consideration that each Holder is entitled to receive under Sections 2.01(b)(iii) and (iv)); and (iii) the remaining Escrowed Funds (including any undistributed interest earned thereon), if any, will be released to the Holders on the first (1st) anniversary of the Closing Date; provided, however, that if prior to such first (1st) -------- ------- anniversary Parent or the Surviving Corporation shall give notice of a claim or claims for indemnification pursuant to Articles IX or XI of this Agreement, then: (A) if any such claim is resolved prior to such first (1st) anniversary, by judicial determination or otherwise, any sums due Parent or the Surviving Corporation shall be withdrawn from the Escrowed Funds and paid to Parent or the Surviving Corporation, within five (5) days after such resolution; or (B) if any such claim is not resolved prior to such first (1st) anniversary, the amount of such claim, plus the reasonably estimated amount of legal fees and disbursements to be incurred in connection therewith, shall be retained as Escrowed Funds until such claim is resolved. Any amounts to be withdrawn or to be retained pursuant to clause (A) or (B) above shall be withdrawn or retained, respectively, as follows: (x) if such claim is a Third Party Claim (as defined in Section 9.06(b)), first from Escrowed Funds consisting of cash, and thereafter from shares of Parent Common Stock or Parent Preferred Stock, as the case may be, and (y) if such claim is not a Third Party Claim, in accordance with the Cash/Stock Ratio or, at the option of the Holder Representatives, in cash. For purposes of determining the number of shares of Parent Common Stock (if applicable) to be withdrawn or to be retained as Escrowed Funds under this clause (iii), the Parent Common Stock shall be deemed to have a value equal to the Common Stock Stated Value. For purposes of determining the number of shares of Parent Preferred Stock (if applicable) to be withdrawn or to be retained as Escrowed Funds under this clause (iii), the Parent Preferred Stock shall be deemed to have a value equal to the Preferred Stock Stated Value. Any Escrowed Funds released to the Holders shall be paid to the Holders, pro rata, based on the respective portion of the Merger Consideration that each Holder is entitled to receive pursuant to Section 2.01(b)(iii) and (iv), it being agreed that no Escrowed Funds shall be released to any Holder in respect of the Company Redeemable Preferred Stock. (b) In addition, notwithstanding anything to the contrary contained in this Article II, on the Closing Date, there shall be deducted from the Merger Consideration payable pursuant to Sections 2.01(b)(iii) and (iv), on a pro rata --- ---- basis, an additional sum, in cash, in the amount (the "Additional Escrowed ---------- -------- Funds") specified in the letter agreement to be entered into on the Closing Date ----- among Parent, the Surviving Corporation, the Holders and the Holder Representatives in substantially the form attached annexed hereto as Exhibit B 2.05(b)(i) ------------------- (the “Escrow "Letter Agreement”"). The Additional Escrowed Funds will be deposited into ----------------- an interest bearing escrow account to be held by the Escrow Fund shall Agent pursuant to an escrow agreement to be used for entered into on the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to Closing Date among Parent, the extent set forth in Article VII Surviving Corporation, the Holders, the Holder Representatives and the Escrow Agent in substantially the form annexed hereto as Exhibit 2.05(b)(ii) (the ------------------- "Additional Escrow Agreement) shall ", and, together with the Escrow Agreement, ----------------------------- collectively, the "Escrow Agreements"), and will be disbursed to the Company withdrawn or released in ------------------ accordance with the terms of the Escrow Letter Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Additional Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberAgreement.

Escrow. On The Escrowed Shares, when initially issued, shall be issued to the Closing DateEscrow Agent as nominee of the JBSI Stockholders, Purchaser such shares to be deposited in an escrow account. The Escrowed Shares shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (be allocated against the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) number of shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), EBIZ Common Stock to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) which each JBSI Stockholder is entitled on a pro rata basis in accordance with the terms relative Applicable Stock Percentage of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”)each JBSI Stockholder. The Escrow Fund Escrowed Shares shall be used for held by the purpose specified Escrow Agent in Article VII hereinescrow, and shall be transferred or released by the Escrow Agent only as follows. The Escrow Fund (less any amounts for indemnifiable Losses If no Notice of Claim is submitted by the EBIZ Designated Representative to the extent set forth JBSI Designated Representative within the applicable time period provided in Article VII and Section 11.4(a), then the Escrow Agreement) Agent shall be disbursed promptly transfer all of the Escrowed Shares to the Company JBSI Stockholders on a pro rata basis in accordance with the terms relative Applicable Stock Percentage of each JBSI Stockholder. If a Notice of Claim is submitted by the EBIZ Designated Representative to the JBSI Designated Representative within the applicable time period provided in Section 11.4(a), then the Escrow Agent shall hold the Escrowed Shares until the first to occur of the issuance of a Final Decision or the waiver and release by EBIZ of the Indemnification Claims to which the Notice of Claim relates. If the Final Decision results in EBIZ being entitled to no payment pursuant to this Article 11 or if EBIZ waives and releases its Indemnification Claims, then the Escrow Agreement Agent shall promptly transfer all of the Escrowed Shares to the JBSI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each JBSI Stockholder. If, however, pursuant to the Final Decision it is determined that EBIZ is entitled pursuant to this Article 11 to receive payment with respect to its Indemnification Claims, then the Escrow Agent shall transfer to EBIZ on the one year anniversary Due Date such number of Escrowed Shares as have an aggregate EBIZ Share Value equal to the amount of such payment and shall transfer all of the Closing Dateremaining Escrowed Shares to the JBSI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each JBSI Stockholder. Purchaser and the Company Any JBSI Stockholder may, but shall bear an equal portion of the fees and expenses of not be required, to redeem any Escrowed Shares allocable to him that are required to be transferred to EBIZ pursuant to this subsection (f) by paying to the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages transfer thereof to EBIZ, the EBIZ Share Value of such Escrowed Cash and Shares. Any Escrowed Stock to Shares that are so redeemed shall be received by Bunge and BIG upon distribution by the Company transferred to the Members of redeeming JBSI Stockholder and the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund cash paid to redeem such Escrowed Shares shall be reduced by the amount paid, in lieu of any indemnifiable Loss made pursuant such shares, to the terms of the Escrow Agreement and this Agreement applicable to such MemberEBIZ.

Escrow. On (i) Unless otherwise agreed to by the Closing DateCompany and a Purchaser, simultaneously with the execution and delivery of this Agreement by a Purchaser, such Purchaser shall deposit Two Hundred Fifty Thousand Dollars promptly cause a wire transfer of immediately available funds ($250,000U.S. dollars) (the “Escrowed Cash”) and REG shall deposit Ninetyin an amount representing such Purchaser’s Subscription Amount to be paid to a non-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an interest bearing escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties of Xxxxxxxxxx Xxxxxxx PC (the “Escrow Agent”) set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”). (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with the terms of an Escrow and subject to this Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) shall be disbursed to in the Company case of the termination of this Agreement in accordance with Section 6.18, in which case, if the terms Escrow Agent then holds any portion of the Escrow Agreement on Amount, then: (1) in the one year anniversary event of a termination by the Closing Date. Purchaser and Company, the Company Escrow Agent shall bear an equal return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and the Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) in the case of the Closing, receipt of written instructions from the Company and Canaccord that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to Canaccord, the fees and reimbursable expenses payable to the Placement Agents (which fees and expenses shall be set forth in such instructions), and (2) the balance of the aggregate purchase price to the Company. (iii) The Escrow AgentAgent has acted as legal counsel to the Placement Agents in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agents including, without limitation, with regard to any dispute arising out of this Agreement, the portion borne by the Company to be deducted from other Transaction Documents, the Escrow FundAmount or any other matter. Bunge The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agents in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and BIG shall agree prior hereby waives any conflict of interest or appearance of conflict or impropriety with respect to Closing as between themselves such representation. Each of the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the Members of the Escrow Fund; providedextent they deemed necessary, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and has entered into this Agreement applicable to after being satisfied with such Memberadvice. (iv) The provisions of this Section 2.1(d) shall survive any termination of this Agreement.

Escrow. On The purchase price for the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares sale of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates notes will be placed in the name escrow pending completion of the acquisition of oil and gas properties from Plains Exploration & Production Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow AmountAcquisition”) into and MMR’s raising additional capital in an escrow account amount of $500 million from Freeport-McMoRan Copper & Gold Inc. (the “Escrow FundAdditional Financing”). Any amounts held in escrow may be invested in certain specific investments as directed by MMR. The release of the purchase price for the sale of the notes from the escrow account to MMR as payment for the notes, and issuance thereof, is conditioned upon the concurrent completion of the Acquisition and the Additional Financing. If (i) the Acquisition and Additional Financing are not consummated on or prior to March 31, 2011, or (ii) MMR provides notice that the Acquisition or Additional Financing will not be consummated, then, in any such case, the escrow agent will promptly return holders’ funds to them, with a commitment fee in an amount equal to 4% per annum in respect of the time period during which holders’ funds were held in escrow, which will be funded by a combination of MMR’s separate payment and interest earned on the funds while held and invested in escrow, and MMR will not issue the notes. If the conditions to closing specified above are satisfied, then (x) the escrow agent will release holders’ funds to MMR concurrently upon MMR’s issuance of the notes to the holders that placed funds in escrow, (y) MMR will pay to the holders a commitment fee in an amount equal to 2% per annum in respect of the time period during which holders’ funds were held in escrow, which will be funded by a combination of MMR’s separate payment and interest earned on the funds while held and invested in escrow, and (z) interest on the notes will accrue at the rate specified opposite “Interest” above from the date on which the notes were originally issued. Registration Rights: MMR will enter into a registration rights agreement for the benefit of the holders of the notes, pursuant to which it will agree to file a shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale of the notes and the shares of common stock issuable upon conversion thereof. MMR will use its commercially reasonable efforts (i) to cause such shelf registration statement to become effective no later than 30 days after the date of original issuance of the notes, and (ii) to keep it effective until such date that all of the notes and the MMR common stock issuable upon conversion thereof cease to be maintained by outstanding or have either been (x) sold or otherwise transferred pursuant to an escrow agent reasonably acceptable effective registration statement or (y) sold pursuant to the parties (the “Escrow Agent”) Rule 144 under circumstances in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less which any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion legend borne by the Company notes or common stock relating to restrictions on transferability thereof is removed or such notes or common stock are eligible to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution sold by the Company to the Members of the Escrow Fund; provided, that a Memberholders thereof (other than MMR’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made affiliates) without restriction pursuant to the terms volume limitations of Rule 144 under the Escrow Agreement and this Agreement applicable to such MemberSecurities Act or any successor rules thereto or otherwise.

Escrow. On (i) Simultaneously with the Closing Dateexecution and delivery of this Agreement by a Purchaser, such Purchaser shall deposit Two Hundred Fifty Thousand Dollars promptly cause a wire transfer of immediately available funds ($250,000U.S. dollars) (the “Escrowed Cash”) and REG shall deposit Ninetyin an amount representing such Purchaser’s Subscription Amount to be paid to a non-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an interest bearing escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties of Xxxxxxxxxx Xxxxxxx PC (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form set forth on Exhibit G attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as Exhibit B (the “Escrow AgreementAmount”). The Escrow Fund Agent shall hold the Escrow Amount in escrow in accordance with Section 2.1(d)(ii) below. (ii) The Escrow Agent shall continue to hold the Escrow Amount in escrow in accordance with and subject to this Agreement, from the date of its receipt of the funds constituting the Escrow Amount until the soonest of: (A) the termination of this Agreement in accordance with Section 6.17, in which case, if the Escrow Agent then holds any portion of the Escrow Amount, then: (1) in the event of a termination by the Company, the Escrow Agent shall return the portion of the Escrow Amount received from each Purchaser which it then holds, to each such Purchaser, and in the event of a termination by a Purchaser, the Escrow Agent shall return the portion of the Escrow Amount received from such Purchaser which it then holds, to such Purchaser, in accordance with written wire transfer instructions received from the Purchaser; and (2) if the Escrow Agent has not received written wire transfer instructions from any Purchaser before the 30th day after such termination date, then the Escrow Agent may, in its sole and absolute discretion, either (x) deposit that portion of the Escrow Amount to be returned to such Purchaser in a court of competent jurisdiction on written notice to such Purchaser, and the Escrow Agent shall thereafter have no further liability with respect to such deposited funds, or (y) continue to hold such portion of the Escrow Amount pending receipt of written wire transfer instructions from such Purchaser or an order from a court of competent jurisdiction; OR (B) the Closing, receipt of written instructions from the Company and the Placement Agent that the Closing shall have been consummated, in which case, the Escrow Agent shall release the Escrow Amount constituting the aggregate purchase price as follows: (1) to the Placement Agent, the fees payable to such Placement Agent (which fees shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII such instructions), and (2) the balance of the aggregate purchase price to the Company. (iii) The Company and the Purchasers acknowledge and agree for the benefit of the Escrow Agreement) Agent (which shall be disbursed deemed to be a third party beneficiary of this Section 2.1(d)) as follows: (A) The Escrow Agent: (i) is not responsible for the performance by the Company, the Purchasers or Placement Agent of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Placement Agent directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the terms written instructions from the Company and the Placement Agent, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the one year anniversary part of the Closing Date. Purchaser Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the Company opinion or advice of such counsel in any instance shall bear an equal portion be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this Section 2.1(d)(iii)(A) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (B) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct in breach of the Escrow Agent Duties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF THE ESCROW AGENT HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (C) The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to the performance of the Escrow Agent Duties, except to the extent such action, claim or proceeding is exclusively the result of the willful misconduct, bad faith or gross negligence of the Escrow Agent. (D) The Escrow Agent has acted as legal counsel to the Placement Agent in connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as legal counsel to the Placement Agent including, without limitation, with regard to any dispute arising out of this Agreement, the portion borne by the Company to be deducted from other Transaction Documents, the Escrow FundAmount or any other matter. Bunge The Purchasers hereby expressly consent to permit the Escrow Agent to represent the Placement Agent in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and BIG hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Each of the Purchasers has consulted with its own counsel specifically about this Section 2.1(d) to the extent they deemed necessary, and has entered into this Agreement after being satisfied with such advice. (E) The Escrow Agent shall agree have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the Escrow Agent Duties) by giving written notice of its resignation to the Company, the Placement Agent and the Purchasers at least ten (10) calendar days prior to Closing as between themselves the percentages specified effective date of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members such resignation. All obligations of the Escrow FundAgent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Purchasers, then upon written notice thereof given to each of the Purchasers, the Escrow Agent shall deliver the Escrow Amount to the successor escrow agent, and upon such delivery, the Escrow Agent shall have no further liability or obligation; providedor (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company, the Placement Agent and the Purchasers, or (B) continue to hold the Escrow Amount in escrow pending written direction from the Company and the Placement Agent in form and formality satisfactory to the Escrow Agent. (F) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent shall have the absolute right to suspend all further performance of its duties under this Agreement (except for the safekeeping of such Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole satisfaction by final judgment of a Member’s percentage court of competent jurisdiction, joint written instructions from the Company, the Placement Agent and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this Agreement or the Escrow Amount, the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Fund Amount, and shall be reduced have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the amount Escrow Agent and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of any indemnifiable Loss made pursuant to or in connection with the terms Escrow Amount. Upon the deposit by the Escrow Agent of the Escrow Agreement Amount with the clerk of such court in accordance with this provision, the Escrow Agent shall thereupon be relieved of all further obligations and this Agreement applicable to such Memberreleased from all liability hereunder.

Escrow. On As security for the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares faithful performance of the common stock terms of REGthis Agreement and to insure the availability for delivery of Nonvested Shares upon the Event of Resale, Holder hereby pledges and delivers for deposit with the Secretary of M Corp., or such other person designated by M Corp., as adjusted for any post-Effective Date dividendescrow agent in this transaction ("Escrow Agent"), two stock split, recapitalization or reorganization by REG by delivery assignments duly endorsed (with date and number of stock certificates in the name of the Company (the “Escrowed Stock” and shares blank) together with the Escrowed Cash, certificates evidencing the “Escrow Amount”) into an escrow account (the “Escrow Fund”), Shares. Such documents are to be maintained held by an escrow agent reasonably acceptable the Escrow Agent and delivered by the Escrow Agent pursuant to the parties following instructions of M Corp. and Holder: (a) Upon the “occurrence of the Event of Resale, Holder and M Corp. hereby irrevocably authorize and direct the Escrow Agent”) Agent to consummate the repurchase of the Nonvested Shares in accordance with this Agreement. (b) In connection with the terms Event of an Resale, the Escrow Agreement Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the form attached hereto as Exhibit B number of shares being transferred, and (iii) to deliver such assignment, together with the “Escrow Agreement”). The Escrow Fund shall certificate evidencing the Shares to be used transferred, to M Corp. against the delivery of the purchase price for the purpose specified in Article VII number of Nonvested Shares being purchased pursuant to the Event of Resale. (c) Holder irrevocably authorizes M Corp. to deposit with the Escrow Agent any certificates evidencing the Restricted Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII Holder irrevocably constitutes and appoints the Escrow AgreementAgent as Holder's attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) shall be disbursed to Upon the Company Vesting Expiration Date or promptly following the written request of Holder (but in accordance with the terms no event later than five business days following receipt of such request), the Escrow Agreement on Agent will deliver to Holder (or the one year anniversary assignee or the estate of Holder, as the Closing Date. Purchaser and case may be) a certificate or certificates representing the Company shall bear an equal portion Vested Shares. (e) If at the time of termination of this escrow, the fees and expenses of Escrow Agent has in the Escrow Agent's possession any documents, with the portion borne by the Company securities, or other property belonging to be deducted from Holder, the Escrow Fund. Bunge Agent shall deliver such property to Holder and BIG shall agree prior to Closing as between themselves the percentages be discharged of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberall further obligations hereunder.

Escrow. Subject to adjustment under Section 1.11, ninety percent (90%) of the Units issuable to the Glycosan Stockholders (other than holders of Dissenting Shares) shall be delivered to the Glycosan Stockholders as partial payment of the Merger Consideration, and ten percent (10%) of the Units issuable in the Merger shall be issued and held in escrow (the Escrow Units) by Xxxxx Fargo Bank, National Association (Escrow Agent) until the later of (i) the expiration of 180 days following the Closing Date (the Escrow Termination Date); and (ii) the date on which all claims under Section 1.11 in respect of which a claim notice has been issued before the Escrow Termination Date (the Escrow Claim) has been resolved. An Escrow Claim shall not be deemed to have been resolved until (a) Glycosan and OrthoCyte have notified the Escrow Agent in writing that the Escrow Claim has been resolved, or (b) the Escrow Claim has been resolved by a final court judgment or arbitration award. On or before the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) OrthoCyte and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares Glycosan, and Xxxxxx X. Xxxxxx as Representative of the common stock of REGGlycosan Stockholders, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) shall enter into an escrow account agreement with Escrow Agent, in substantially the form attached as Exhibit D (the “Escrow Fund”Agreement). OrthoCyte and Glycosan agree that the Escrow Agreement shall provide for the delivery of Escrow Shares out of escrow in the manner provided in this Section and in Section 1.11 of this Agreement. The Escrow Agreement shall contain a provision under which OrthoCyte and Glycosan agree that, to be maintained by where a resolution of any dispute between the Parties results in an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) award or judgment from arbitration or any other legal proceeding in accordance with the terms provisions of an Section 1.11, the Escrow Agent shall release the Escrow Units pursuant to, and following the receipt of, distribution instructions that are consistent with the award or judgment, delivered to the Escrow Agent by the prevailing Party or Parties. The number of Units to be placed in escrow pursuant to this Section 1.9 and the Escrow Agreement in the form attached hereto as Exhibit B will initially be withheld (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses and subsequently dispersed to the extent set forth in Article VII provided or allowed under the terms hereof and the Escrow Agreement) shall from the payment to be disbursed made to the Company Glycosan Stockholders pro rata in accordance with their respective individual interests in the terms of Merger Consideration. All costs and expenses incurred for the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of Agent or otherwise in connection with the Escrow Agent, with the portion shall be borne by the Company to be deducted from the Escrow Fund. Bunge BioTime and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberOrthoCyte.

Escrow. On the Closing Date(a) Upon receipt thereof, Purchaser Winter Harbor shall deposit Two Hundred Fifty Thousand Dollars ($250,000) in an interest bearing escrow (the “Escrowed Cash”"Escrow") the Purchase Price and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One those securities issued to Winter Harbor pursuant to the Securities Exchange Agreement (97,561) such securities and any additional or other shares of the common or securities or property into which such securities are converted or for which such securities are exchanged including through any reorganization, recapitalization, reclassification, stock of REG, as adjusted for any post-Effective Date dividend, stock split or reverse stock split, recapitalization or reorganization by REG by delivery of stock certificates in other transaction being the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”"Issued Securities"). The Escrow Fund shall terminate, and the remaining contents thereof transferred to Winter Harbor, free and clear of any claim, liens, encumbrances by Purchaser or any Purchaser Indemnified Party, upon the first occurrence of an Escrow Termination Event. An Escrow Termination Event shall have occurred upon the earlier of (i) the end of the 540th day after the date of this Agreement, if during such period no Red Cube AG Claim premised upon the Red Cube AG Securities Purchase Agreement has been initiated (other than a claim in connection with the mediation currently pending before the American Arbitration Association), and (ii) the final resolution or settlement of all claims brought against Winter Harbor or Purchaser before the 540th day after the date of this Agreement that could result in potentially indemnifiable losses related to any Red Cube AG Claim. (b) Winter Harbor and Purchaser acknowledge that as a result of the transaction contemplated by this Agreement, there is a risk that Purchaser or a Purchaser Indemnified Party may be used for the purpose specified in Article VII herein. The Escrow Fund exposed to (less any amounts for indemnifiable i) Losses resulting from a determination and order by a court of competent jurisdiction, arbitral panel or other adjudicatory entity that, pursuant to the extent set forth Red Cube AG Securities Purchase Agreement, Red Cube AG is entitled to the transfer of ownership from Purchaser of all or substantially all the Covered Securities (a "Specific Performance Claim") or (ii) Losses premised upon the Red Cube AG Securities Purchase Agreement and which arise from a Red Cube AG Claim which is not a Specific Performance Claim (a "Red Cube Damage Claim"). If, prior to the occurrence of an Escrow Termination Event, Purchaser or a Purchaser Indemnified Person gives notice of a Specific Performance Claim or a claim under Section 6.1(a) above, then Winter Harbor shall, solely out of and up to a maximum of the Issued Securities and Purchase Price deposited in Article VII the Escrow, indemnify and hold harmless Purchaser and Purchaser Indemnified Person from all Losses arising out of such Specific Performance Claim or claim under Section 6.1(a) above. If, prior to the occurrence of an Escrow Termination Event, Purchaser or a Purchaser Indemnified Person gives notice of a Red Cube Damage Claim, then Winter Harbor shall, solely out of and up to a maximum of the Issued Securities deposited in the Escrow, indemnify and hold harmless Purchaser and Purchaser Indemnified Person from all Losses arising out of such Red Cube Damage Claim. Winter Harbor's total aggregate liability for all Specific Performance Claims and all claims under Section 6.1(a) above shall not exceed the loss of its right to the Issued Securities and Purchase Price deposited in the Escrow. Winter Harbor's total aggregate liability for all Red Cube Damage Claims shall not exceed the loss of its right to the Issued Securities deposited in the Escrow. -6 (c) All Losses properly due a Purchaser or Purchaser Indemnified Person pursuant to this Section 6.3, Section 6.1 and Section 6.2 (including, without limitation, reimbursement of attorneys' or other professional fees arising out of article VI of this Agreement) shall first be disbursed satisfied by transferring to Purchaser or the applicable Purchaser Indemnified Party a number of Issued Securities determined by dividing the applicable Loss by the then current market price (as calculated by the average closing price for I-Link common stock for the most recent ten (10) days upon which such securities traded) of such shares. In the event that the total number of Issued Securities then deposited in the Escrow is insufficient to satisfy the applicable Losses, and solely where such Losses arise exclusively and solely from a Red Cube Specific Performance Claim or from a claim under Section 6.1(a), any shortfall shall be satisfied by transferring to the Company in accordance with the terms Purchaser or applicable Purchaser Indemnified Person, a portion, up to a maximum of the Escrow Agreement on the one year anniversary total Purchase Price, of the Closing Date. Purchaser and cash proceeds then deposited in the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberEscrow.

Escrow. (a) On the Closing Date, Purchaser Buyer shall deposit Two Hundred Fifty Thousand Dollars deliver to the Escrow Agent ($250,000as defined in the Escrow Agreement attached as Exhibit A hereto) a certificate (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates issued in the name of the Company Escrow Agent or its nominee) representing (i) the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used Shares for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to of satisfying the extent indemnification obligations set forth in Article VII Section 8.1 of this Agreement and the Escrow purchase price adjustment provisions set forth in Section 1C.1(h) of this Agreement, (ii) shall be disbursed to the Company Escrowed Severance Shares for the purpose of satisfying the provisions set forth in Section 1C.1(i) of this Agreement, and (iii) the Reimbursement Shares for the purpose of reimbursing the expenses of the Indemnification Representative in accordance with the terms of the Escrow Agreement on Agreement. The Escrow Shares, the one year anniversary of the Closing Date. Purchaser Escrowed Severance Shares and the Company Reimbursement Shares shall bear an equal portion of the fees and expenses of be held by the Escrow Agent, with the portion borne by the Company to be deducted from Agent under the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company Agreement pursuant to the Members of terms thereof. The Escrow Shares, the Escrow Fund; provided, that a Member’s percentage of Escrowed Severance Shares and the Escrow Fund Reimbursement Shares together shall be reduced by the amount held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any indemnifiable Loss made pursuant to creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. (b) The adoption and approval of this Agreement and the Transactions by the Company Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares, the Escrowed Severance Shares and the Reimbursement Shares in escrow and the appointment of the Indemnification Representative (as defined in the Escrow Agreement and as designated in Section 1C.3(a) hereof). The Company agrees to describe and disclose the arrangements contemplated by this Section 1A.5 as required under applicable law to the Company Stockholders in connection with the pursuit of such Company Stockholders’ approval and adoption of this Agreement applicable to such Memberand the Merger.

Escrow. On As security for the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares faithful performance of the common stock terms of REGthis Agreement, and to ensure the availability for delivery of the Shares, the Shareholder hereby pledges and will deliver within 10 business days of the date hereof for deposit with the Secretary of the Company, or such other person designated by the Company, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties in this transaction (the “Escrow Agent”), a stock assignment duly endorsed (with date and number of shares blank) in accordance with the terms of an Escrow Agreement in substantially the form attached hereto as Exhibit B A, together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Shareholder. (a) In the “event that the Company is required to issue a number of shares of Common Stock in excess of the Limit to effect the conversion of the outstanding shares of the Series C Preferred Stock as contemplated by the Certificate of Designations, the Shareholder and the Company hereby irrevocably authorize and direct the Escrow Agreement”)Agent to transfer and deliver to the Company, with respect to each conversion of Series C Preferred Stock effected pursuant to the Certificate of Designations, that number of Shares equal to the number of shares of Common Stock issuable upon such conversion of Series C Preferred Stock in excess of the Limit up to a aggregate maximum of 2,000,000 Shares. (b) In connection with such transfer, the Escrow Agent is directed to (i) date the stock assignment necessary for the transfer in question, (ii) fill in the number of Shares necessary to be transferred, and (iii) deliver such assignment, together with the certificate or certificates evidencing the Shares to be transferred, to the Company. (c) The Shareholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said Shares as defined herein. The Shareholder irrevocably constitutes and appoints the Escrow Fund Agent as the Shareholder’s attorney-in-fact and agent for the term of this Agreement to execute and deliver all instruments and documents and do such other acts and things as may be necessary and appropriate to effectuate this Agreement and to complete any transaction contemplated herein. (d) Following the earlier to occur of (i) the Mandatory Conversion Date (as defined in the Certificate of Designation), and (ii) such time as there are no shares of Series C Preferred Stock outstanding, the Escrow Agent is directed to deliver any Shares not transferred to the Company pursuant to Section 1(b) and Section 4(a) above to the Shareholder within 15 days of such event. If at the time of termination of this Agreement, the Escrow Agent has in the Escrow Agent’s possession any documents, securities, or other property belonging to the Shareholder, the Escrow Agent shall deliver such property to the Shareholder and be discharged of all further obligations hereunder. (e) The responsibilities of the Escrow Agent hereunder shall terminate if the Escrow Agent shall cease to be Secretary of the Company or if the Escrow Agent shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the Chief Executive Officer of the Company shall be used the Escrow Agent. (f) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement of the Company and the Shareholder or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (g) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to of executing the extent instructions set forth in Article VII this Section 4 and the Escrow does not otherwise become a party to this Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On Within [***] after the Closing Effective Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) Open-Silicon and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) Customer will enter into an a technology escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B agreement (the “Escrow Agreement”), with terms reasonably satisfactory to both parties, with [***] or another escrow agent designated by Customer (“Escrow Agent”). Thereafter, Open-Silicon will deposit with the Escrow Agent the following items on a regular basis (i.e., as soon as they are developed or created) during the term of this Agreement: (a) all Project Technology developed, created or obtained by or for Open-Silicon, and (b) such additional [***] in [***] possession necessary or useful to enable a [***] or other relevant vendors to [***] and collectively with the Project Technology, “Escrow Materials” Open-Silicon will use commercially reasonable efforts to ensure that the Escrow Materials deposited with the Escrow Agent are kept current. Customer shall be responsible for any and all payments to the Escrow Agent associated with such Escrow Agreement; provided that in the event of [***] (other than [***] of this Agreement by [***] pursuant to [***]) Open-Silicon will be responsible to pay, or if already paid by Customer, reimburse Customer for, any such costs. The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII parties agree, and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of Agreement will specify, that upon receipt by the Escrow Agreement Agent of a written notice from [***] that a [***] has occurred, all Escrow Materials will immediately be released and delivered to Customer. Open-Silicon hereby grants to Customer a perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, sublicenseable, worldwide, license; (i) to use, copy, reproduce, modify, translate, and make derivative works based on the one year anniversary Manufacturing Data and (ii) distribute the Manufacturing Data (or derivatives thereof) to a contractor (e.g., a fab) to have such contractor produce a mask for the Products and use such mask to manufacture Products. Customer hereby covenants that it will not exercise its rights under the foregoing license until the occurrence of a Trigger Event. Customer further agrees that Project Technology created or developed by Open-Silicon hereunder will not be used by Customer to perform the Closing Date. Purchaser Services on its own or transfer the Services (or a portion thereof) to a third-party unless and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that until Open-Silicon agrees thereto in writing or a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberTrigger Event occurs.

Escrow. On (i) Within one (1) Business Day following the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares closing of the common stock of REGShare Purchase, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” shall deposit, for good and together with the Escrowed Cashvaluable consideration, the “Escrow Amount”) receipt, sufficiency and adequacy of which the Company hereby acknowledges, into an escrow account (the “Escrow FundAccount”), to be maintained by an escrow agent reasonably acceptable to the parties ) with American Stock Transfer & Trust Company (the “Escrow Agent”) in accordance with ), subject to the terms of an Escrow Agreement in the form attached hereto as Exhibit B a written escrow agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit A hereto and to be entered into on or prior to the Share Purchase Closing Date, an amount equal to the Shares Purchase Price multiplied by the number of Shares held by Investor as of the closing of the Share Purchase (the “Escrowed Funds”). The Escrow Fund Agreement shall be used for irrevocably cause the purpose specified Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price in Article VII hereinaccordance with Section 1. The Escrow Fund (less any amounts for indemnifiable Losses payments to the extent set forth in Article VII and be made by the Escrow Agreement) shall be disbursed Agent to Investor in accordance with Section 1 or to Investor and the Company in accordance with Section 4(d), if applicable, will be made solely with the terms Escrowed Funds. (ii) Upon receipt by the Escrow Agent and Company of written notice that Investor has sold Shares in the open market other than an Early Sale as provided in Section 4(d), the Escrow Agent shall release to the Company for the Company’s use without restriction an aggregate amount equal to the number of Shares sold multiplied by the Shares Purchase Price; provided that if Investor sold any Early Sale Shares, within five (5) Business Days of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser Company’s and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent’s receipt of the applicable Open Market Sale Notice, with the portion borne by the Company to be deducted Escrow Agent shall release from the Escrow Fund. Bunge Account (a) for Investor’s use without restriction an amount equal to the Early Sale Premium with respect to the Early Sale Shares sold by Investor, and BIG shall agree prior (b) for the Company’s use without restriction an amount equal to Closing as between themselves the percentages number of Escrowed Cash and Escrowed Stock Early Sale Shares sold in the Early Sale multiplied by $10.36. (iii) In the event that Investor elects not to be received by Bunge and BIG upon distribution by sell to the Company any Shares held by Investor by either (A) Investor delivering a written notice to the Members Company stating Investor’s intention not to sell any Shares to the Company, or (B) Investor failing to timely deliver a Shares Sale Notice to the Company pursuant to Section 1(a) for all of its Shares, the Company may promptly issue instructions to the Escrow Fund; provided, that a Member’s percentage of Agent to release from the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant Account to the terms Company for the Company’s use without restriction an amount equal to (x) the Shares Purchase Price multiplied by (y) the number of the Escrow Agreement and this Agreement applicable to such MemberShares held by Investor.

Escrow. On Notwithstanding any provision of this Agreement to the Closing Datecontrary: (a) In lieu of delivering to the Shareholders certificates for the Preferred Shares, Purchaser Qorus shall deposit Two Hundred Fifty Thousand Dollars ($250,000) deliver or cause to be delivered to Guzov Ofsink, LLC, as escrow agent (the “Escrowed Cash”"Escrow Agent") and REG shall for deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into escrow pursuant to an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement agreement substantially in the form attached hereto as Exhibit B (the “"Escrow Agreement”"), the certificates representing all of the Preferred Shares to be issued to the Shareholders under this Agreement other than Gateway Shares to be delivered at Closing and the shares of Common Stock issuable upon conversion of such Preferred Shares to be delivered upon conversion (collectively, the "Escrow Shares"). The certificates representing the Escrow Fund Shares, each accompanied by stock powers duly endorsed in blank, with each Shareholder's signature medallion guaranteed by a national bank or a qualified notarization agent in China shall be used for held in the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII escrow account and disposed of by the Escrow Agreement) shall be disbursed to the Company Agent in accordance with the terms and provisions of the Escrow Agreement. (b) The Escrow Agreement shall provide, among other things, that the Escrow Agent shall submit such number of the Escrow Shares to Qorus' transfer agent for cancellation based on the number of shares of common stock or common stock equivalents issued by Qorus to investors during the twelve month period following the Closing ("Financings"). Specifically, for each share of Common Stock issued by Qorus in connection with any Financings and for each share of Common Stock underlying any warrant, option or convertible security issued by Qorus in connection with any Financings, the Escrow Agent shall submit one year anniversary share of Common Stock (or one Common Stock equivalent in the event the Preferred Shares have not been converted) for cancellation. The shares to be so cancelled shall be allocated among the Shareholders in proportion to their respective ownership of the Shares as described in Schedule 1.1 hereto. (c) On the date twelve (12) months following the Closing Date. Purchaser and , to the Company shall bear an equal portion of the fees and expenses of extent that the Escrow AgentShares have not been submitted for cancellation, with the portion borne by the Company to all Escrow Shares shall be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company released to the Members of Shareholders in whose name the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Membershares are registered.

Escrow. On Purchaser agrees, immediately upon receipt of the Closing Dateshare certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000with the date, transferee, stock certificate number and number of Shares left blank), to Massaleh Investments located at Chamber of Xxxxxxxx Xxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxx 00000, Xxxxxxxxx: Bashae’r Bader Al-Omar (xxxxxxx@xxxxxxxxxxxxxx.xxx) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow FundHolder”), who is hereby appointed to be maintained by an hold such certificate(s) and Stock Powers in escrow agent reasonably acceptable and to the parties (the “Escrow Agent”) take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of an Escrow this Agreement for a fee in the form attached hereto as Exhibit B amount of THIRTY THOUSAND US DOLLARS ($30,000) per annum (the “Escrow AgreementFee”). The Escrow Fund Fee shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to initially paid by the Company in accordance with the terms of the Escrow Agreement on the one year date hereof and thereafter on subsequently anniversary of the Closing Datedate hereof. Escrow Holder will act solely for the Company as its agent and not as a fiduciary. Purchaser and the Company shall bear an equal portion agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the fees and expenses of the Escrow AgentHolder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with the portion borne by the Company any signature purported to be deducted from genuine and may rely on the Escrow Fund. Bunge advice of counsel and BIG shall agree prior to Closing as between themselves the percentages obey any order of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company any court with respect to the Members transactions contemplated by this Agreement. The Shares will be retained in escrow so long as the Loan Amount remains outstanding and no Event of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberDefault has occurred.

Escrow. On HNC will withhold from the Closing Dateshares of HNC Common Stock issued to each Shareholder pursuant to Section 1.1.1 and from the amount of cash otherwise payable to each Shareholder pursuant to Section 1.1.1, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) 10% of such shares and 10% of such cash and will deliver such withheld shares and cash (the “Escrowed Cash”"ESCROW AMOUNT") to State Street Bank and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares Trust Company of the common stock of REGCalifornia, as adjusted for any post-Effective Date dividendN.A., stock split, recapitalization or reorganization a similar institution chosen by REG by delivery of stock certificates in the name of the Company HNC (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”"ESCROW AGENT"), to be maintained held by the Escrow Agent as security for the indemnification obligations of the Shareholders under their Indemnity Agreements and pursuant to the provisions of an escrow agent reasonably acceptable agreement in substantially the form of EXHIBIT G hereto among HNC, the Escrow Agent and the Representatives (as defined in Section 1.1.6(b)) (the "ESCROW AGREEMENT"). (a) With respect to each Founder, the Escrow Amount that will be withheld from the cash that would otherwise be payable to such Founder at the Closing will be separate and apart from (and will not reduce the amount of) any cash that is withheld from such Founder and placed in the escrow created pursuant to the parties Liquidated Damages Escrow Agreement. (b) The Shareholders, by executing and delivering written consents to the Merger and this Agreement, by executing and delivering Indemnity Agreements and/or by tendering their Company Certificates as provided in Section 6.2, shall be deemed to (i) adopt and agree to be bound by the Escrow Agreement (and the indemnification provisions incorporated by reference therein), (ii) appoint the Founders as representatives of the Shareholders (the “Escrow Agent”"REPRESENTATIVES") in accordance with under the terms of an Escrow Agreement and as attorneys-in-fact and agents for and on behalf of each Shareholder as provided in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement, (iii) shall authorize the Representatives to take any and all actions and make any and all decisions required or permitted to be disbursed taken or made by the Representatives under the Escrow Agreement, including the exercise of the power to (A) authorize delivery to HNC of amounts in escrow in satisfaction of indemnity claims as provided therein, (B) agree to negotiate and enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (C) arbitrate, resolve, settle or compromise any claim for indemnity made as provided therein and (D) take all actions necessary in the judgment of the Representatives for the accomplishment of the foregoing. The Representatives will have unlimited authority and power to act on behalf of each Shareholder with respect to the Company Escrow Agreement, the disposition, settlement or other handling of all claims governed by the Escrow Agreement, so long as all Shareholders are treated in accordance the same manner. The Shareholders will be bound by all actions taken by the Representatives in connection with the terms Escrow Agreement, and HNC will be entitled to rely on any action or decision of any of two of the Representatives as constituting the action or decision of the Representatives pursuant to their authority to act on behalf of the Shareholders pursuant to the Escrow Agreement on and this Agreement. In performing the one year anniversary functions specified in this Agreement or the Escrow Agreement, the Representatives will not be liable to any Shareholder for any act or omission as Representatives made in good faith and in the exercise of the Closing Datereasonable judgment. Purchaser and the Company shall bear an equal portion of the fees Any out-of-pocket costs and expenses of the Escrow Agent, with the portion borne reasonably incurred by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made Representatives in connection with actions taken pursuant to the terms of the Escrow Agreement and this Agreement applicable will be paid by the Shareholders to such Memberthe Representatives, out of any amounts that would otherwise be distributed to the Shareholder from the escrow, pro rata in proportion to their respective percentage interests in the amount in escrow.

Escrow. On (a) A portion of the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) Merger Consideration issuable pursuant to Section 1.6 hereof in respect of shares of Company Capital Stock issued and outstanding immediately prior to the common stock Effective Time of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates the Merger (excluding Dissenting Shares) equal to the Escrow Stock Percentage in the name case of Merger Stock and the Escrow Cash Percentage in the case of Merger Cash, will, without any act of any Company (the “Escrowed Stock” and together Shareholder, be deposited with the Escrowed CashEscrow Agent (such deposited amount, the “Escrow Amount”) into an escrow account ), such deposit to constitute the Escrow Fund to be governed by the terms of Article 7 (such shares of Parent Common Stock and cash deposited in the Escrow Fund, the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (Shares” and the “Escrow Agent”Cash,” respectively). The portion of the Escrow Shares and Escrow Cash, respectively, contributed by each Company Shareholder shall be based on the proportion that the Merger Cash and the Merger Stock to be issued to such Company Shareholder in respect of shares of Company Capital Stock held by such Company Shareholder immediately prior to the Effective Time of the Merger bears to the aggregate Merger Cash and Merger Stock to be issued in respect of all shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time of the Merger (excluding Dissenting Shares). Set forth opposite each Company Shareholder’s name in Schedule 1.8 delivered prior to the Closing is a preliminary schedule showing the Escrow Shares and Escrow Cash to be contributed by each such Company Shareholder, subject to adjustment for Vesting of Company Options and other occurrences between the date of this Agreement and the Closing Date that affect allocation of Merger Consideration, and adjustment as a result of Dissenting Shares. (b) With respect to Dissenting Shares, a portion of any amount deemed payable to such dissenting Company Shareholders pursuant to Chapter 13 of California Law equal to the Escrow Percentage shall, upon the conclusion of such process and to the extent consistent with California Law, be withheld by Parent and deposited with the Escrow Agent pursuant to the terms of this Section 1.8(c) (provided, however, that such amount be decreased proportionately if Escrow Shares and Escrow Cash have previously been released from the Escrow Fund to Company Shareholders pursuant to the terms hereof). (c) As soon as practicable after the Effective Time of the Merger, and subject to and in accordance with the terms provisions of an Article 7 hereof, Parent shall cause to be distributed to the Escrow Agreement Agent (i) a certificate or certificates representing the aggregate number of shares of Parent Common Stock included in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund Shares, which shall be used for registered in the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms name of the Escrow Agreement on Agent and (Y) a wire transfer in the one year anniversary amount of the Closing Dateaggregate amount of Escrow Cash. Purchaser Such shares and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of cash deposited in the Escrow Fund shall be reduced beneficially owned by the amount of any indemnifiable Loss made pursuant to the terms of holders on whose behalf such shares and cash were deposited in the Escrow Agreement and this Agreement applicable Fund. The Merger Consideration deposited in the Escrow Fund shall be available to such Membercompensate Parent as provided in Article 7.

Escrow. On Notwithstanding the Closing Dateprovisions of Article I of this Agreement, Purchaser shall Parent will deposit Two Hundred Fifty Thousand with the Escrow Agent a number of shares of Parent Common Stock equal to the quotient of (a) Twenty Million Dollars ($250,00020,000,000) divided by (b) the Average Pre-Closing Price of Parent Common Stock (the “Escrowed CashEscrow Shares”) to be held and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) disbursed by the Escrow Agent in accordance with the Escrow Agreement. The Company will be deemed, without any action on its part, to have received and deposited with the Escrow Agent pursuant to the Escrow Agreement the Escrow Shares. All shares of Parent Common Stock to be received by the common stock Company in connection with the Mergers, other than the Escrow Shares will be distributed to the Company pursuant to Article I of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization this Agreement. The Escrow Shares will be represented by REG by delivery of stock certificates a certificate registered in the name of the Company nominee of the Escrow Agent (the “Escrowed Stock” and together with the Escrowed CashCompany being the beneficial owner of the Escrow Shares). To the extent that any dividend or distribution, or other transaction with respect to the Escrow Shares, results in a liability for Tax, such Tax liability will be that of the Company and not of Parent, TTH Surviving Corporation, MHI Surviving Corporation or any other Subsidiary of Parent. Any and all voting rights with respect to the Escrow Shares will be exercisable by the Company as of the Effective Time. Parent, the “Company, the Merger Subs and the Target Companies hereby agree and acknowledge that the Escrow Amount”) into an escrow account (Shares will be treated as transferred to and owned by the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to Company as of the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”)Effective Time and at all times thereafter for all Tax purposes. The Escrow Fund shall Shares will be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne satisfy indemnity claims made by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made Parent pursuant to the terms Section 7.2(e) and Section 9.2(a) of the Escrow Agreement and this Agreement applicable to such MemberAgreement.

Escrow. On (i) Contemporaneous with the Closing Dateexecution of this Agreement, Purchaser shall deposit Two Hundred with Xxxxxxx X. Xxxxxxxxx, Esq. (The “Escrow Holder”) the amount of Fifty Thousand Dollars ($250,00050,000.00) Dollars as a good faith non-refundable deposit (the “Escrowed CashCash Deposit”) to be held by the Escrow Holder in an Attorney Escrow Account at the Sterling National Bank, New York, New York pursuant to the terms of an Escrow Agreement, dated as at the date hereof among the Parties hereto and REG the Escrow Holder and annexed hereto and incorporated by reference herein as Exhibit “A.” The non-refundable Cash Deposit shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares be paid to the Sellers Representative, for and on behalf of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates Selling Parties in the name event that the Purchaser shall not fulfill its obligations pursuant to Sections 1-3, above, unless the Purchaser is precluded from fulfilling its obligations hereunder as a result of the actions or inactions of the Selling Parties, in which event the Cash Deposit shall be returned to the Purchaser. In the event the transactions contemplated by this Agreement are consummated, the non-refundable Cash Deposit shall be delivered to the Sellers Representative and deducted from that part of the Purchase Price to be paid by Purchaser pursuant to Section 1, herein. (ii) Contemporaneous with the execution of this Agreement, the Selling Parties shall deliver to the Escrow Holder share certificates of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”Certificates”) into an escrow account (representing all of the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to Selling Parties Shares as set forth and described in the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached annexed hereto as Exhibit B (A among the “Escrow Agreement”)Holder, the Selling Parties and the Purchaser. The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses Pursuant to the extent set forth in Article VII and the Escrow Agreement, the Certificates will be held in escrow until (A) the Closing at which time the Escrow Holder shall be disbursed deliver the Certificates to the Company in accordance Purchaser coincident with the terms fulfillment of all of the obligations of the respective Parties hereto at the Closing; or (B) as otherwise provide in the Escrow Agreement. (iii) At the Closing the Parties shall execute and deliver each and all of the agreements, documents and instruments set forth and described in Section 12 herein; and upon delivery of the Cash Deposit and the Certificates, the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Memberterminate.

Escrow. On (a) Employee hereby authorizes and directs the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares secretary of the common stock Company, or such other person designated by the Company from time to time, to transfer any Unreleased Shares which are forfeited pursuant to Section 2 above from Employee to the Company. (b) To insure the availability for delivery of REGEmployee’s Unreleased Shares upon forfeiture under Section 2, Employee hereby appoints the secretary, or any other person designated by the Company as escrow agent from time to time, as adjusted for any postits attorney-Effective Date dividendin-fact to sell, stock splitassign and transfer unto the Company, recapitalization or reorganization such Unreleased Shares, if any, forfeited by REG by delivery Employee pursuant to Section 2 and shall, upon execution of stock certificates in this Agreement, deliver and deposit with the name secretary of the Company (Company, or such other person designated by the “Escrowed Stock” and Company, the share certificate(s) representing the Unreleased Shares, together with the Escrowed Cashstock assignment duly endorsed in blank, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). A. The Escrow Fund Unreleased Shares and stock assignment shall be used for held by the purpose specified secretary in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses escrow, pursuant to the extent Joint Escrow Instructions of the Company and Employee attached as Exhibit B hereto, until the Shares are forfeited as provided in Section 2, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall promptly deliver to Employee the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Employee, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If any assets or other securities received by or distributed to Employee with respect to, in exchange for or in substitution of such Unreleased Shares are held by the escrow agent pursuant to this Section 3(b) and the Joint Escrow Instructions, such assets or other securities shall also be subject to the restrictions set forth in Article VII this Agreement and the Escrow Agreement) shall be disbursed to the Company held in accordance with the terms escrow pending release of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, Unreleased Shares with the portion borne by the Company respect to be deducted which such assets or other securities relate from the Escrow Fund. Bunge and BIG shall agree prior to Closing Forfeiture Restriction (or, if such Unreleased Shares are no longer outstanding, until such time as between themselves such Unreleased Shares would have been released from the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a MemberCompany’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made Repurchase Option pursuant to this Agreement). (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the terms Shares in escrow and while acting in good faith and in the exercise of the Escrow Agreement and this Agreement applicable to such Memberits judgment.

Escrow. On As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, an aggregate number of shares of Ascend Common Stock to be received by the holders of Andover Games Membership Units, allocated pro rata amongst such holders, representing five percent (5%) of the shares of Ascend Common Stock to be outstanding immediately after the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) be deposited into an escrow account (the “Escrow Fund”Shares), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms and conditions of an the escrow agreement to be entered into at the Closing between Ascend, the Committee (defined below), the Representative (defined below) and Continental Stock Transfer & Trust Company (“CST&T”), as escrow agent (“Escrow Agreement Agent”), in form and substance mutually and reasonably agreed to by Ascend and Andover Games and providing for the form attached hereto as Exhibit B terms contemplated by Article VII hereof (the “Escrow Agreement”). The Escrow Fund Agreement shall be used provide that, on the 5th business day after Ascend has filed with the SEC its Annual Report on Form 10-K for the purpose specified in Article VII herein. The fiscal year ending December 31, 2011 (the “Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and Release Date”), the Escrow Agreement) Agent shall be disbursed to the Company in accordance with the terms of release the Escrow Agreement on the one year anniversary Shares, less that portion thereof applied in satisfaction of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, or reserved with the portion borne by the Company respect to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss indemnification claims in connection with claims made pursuant to the terms Section 7.1(a) of this Agreement (“Escrow Claims”). Any Escrow Shares due to be released on the Escrow Agreement and this Agreement applicable Release Date that continue to be held with respect to any unresolved Escrow Claim shall be delivered to the stockholders of Andover Games in the same proportions as originally deposited into escrow, promptly upon such Memberresolution, subject to reduction, if any, for the indemnification obligation associated with such resolved Escrow Claim.

Escrow. (a) On the Closing Date, Purchaser the Escrow Amount shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization be deposited by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together Buyer with the Escrowed Cash, Escrow Agent and the “Escrow Amount”Amount (including any investment proceeds thereon) into an escrow account (shall remain with the “Escrow Fund”), Agent from the Closing Date until such Escrow Amount is released to be maintained by an escrow agent reasonably acceptable either Seller or Buyer pursuant to the parties (the “Escrow Agent”Section 2.5(b) in accordance with the terms requirements of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement. (b) Following the Closing Date and upon entry of a Final Judgment in connection with the Boston Project Tax Audit, Buyer shall be disbursed deliver a copy of such Final Judgment, along with any additional certificate required under the Escrow Agreement, to the Company Escrow Agent and Seller, and Buyer and Seller shall promptly (and in no event later than three (3) Business Days following delivery of such Final Judgement) jointly instruct the Escrow Agent to release (i) to Buyer by wire transfer of immediately available funds to an account identified by Buyer in accordance with the terms requirements of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the amount so determined by such Final Judgment as being owed by any Buyer Indemnitee or Group Company shall bear an equal portion of the fees and expenses of the Escrow Agent, in connection with the portion borne by the Company to be deducted from the Escrow Fund. Bunge Boston Project Tax Audit and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company subject to the Members provisions of Section 2.5(c), (ii) to Seller by wire transfer of immediately available funds to an account identified by Seller in accordance with the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms requirements of the Escrow Agreement the balance remaining in the Escrow Account, if any. (c) Following the Closing Date and this upon entry of a Final Judgment in connection with the Live Oak Bank Tax Audit, Buyer shall deliver a copy of such Final Judgment, along with any additional certificate required under the Escrow Agreement, to the Escrow Agent and Seller, and Buyer and Seller shall promptly (and in no event later than three (3) Business Days following delivery of such Final Judgement) jointly instruct the Escrow Agent to release (i) to Buyer by wire transfer of immediately available funds to an account identified by Buyer in accordance with the requirements of the Escrow Agreement applicable the amount so determined by such Final Judgment as being owed by any Buyer Indemnitee or Group Company in connection with the Live Oak Bank Tax Audit and subject to such Memberthe provisions of Section 2.5(b), (ii) to Seller by wire transfer of immediately available funds to an account identified by Seller in accordance with the requirements of the Escrow Agreement the balance remaining in the Escrow Account, if any. (d) If, at any time following the Closing Date, the balance in the Escrow Account is less than the Escrow Amount and the Seller receives payments on the Promissory Notes or an Earnout Amount, the Seller shall immediately use the payment received to replenish the Escrow Account balance to the Escrow Amount.

Escrow. On As security for the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares faithful performance of the common stock terms of REGthis Agreement and to insure the availability for delivery of unvested Shares upon exercise of the Repurchase Option, the Purchaser hereby pledges and delivers for deposit with the Secretary of the Company, or such other person designated by the Company, as adjusted for any post-Effective Date dividendescrow agent in this transaction ("Escrow Agent"), two stock split, recapitalization or reorganization assignments duly endorsed (with date and number of shares blank) together with the certificates evidencing the Shares. Such documents are to be held by REG the Escrow Agent and delivered by delivery of stock certificates in the name Escrow Agent pursuant to the following instructions of the Company and the Purchaser: (a) In the “Escrowed Stock” event the Company and/or any assignee of the Company exercises the Repurchase Option, Purchaser and together with the Escrowed Cash, Company hereby irrevocably authorize and direct the “Escrow Amount”) into an escrow account (Agent to execute the “Escrow Fund”), to be maintained transaction contemplated by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) notice of repurchase in accordance with the terms of an such notice. (b) In connection with such transaction, the Escrow Agreement Agent is directed (i) to date the stock assignment necessary for the transfer in question, (ii) to fill in the form attached hereto number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as Exhibit B defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the “Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agreement”)Agent will deliver to the Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after Purchaser is no longer employed by the Company or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow, the Escrow Agent has in his possession any documents, securities, or other property belonging to the Purchaser, the Escrow Agent shall deliver such property to the Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Fund Agent hereunder shall terminate if he shall cease to be Secretary of the Company or if he shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be used the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to of executing the extent instructions set forth in Article VII this Section 8 and the Escrow does not otherwise become a party to this Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On Unless Purchaser is a Section 2.1(c)(iii) Purchaser, concurrent with the Closing Datesigning hereof, (i) each Purchaser shall deposit Two Hundred Fifty Thousand Dollars has ($250,000A) (deposited the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REGSubscription Amount with American Stock Transfer & Trust Company, LLC, as adjusted for Escrow Agent (“AST” and, collectively with any post-Effective Date dividendCustodians, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an ), pursuant to that certain Escrow Agreement (in the form attached hereto as Exhibit B H) between the Company and AST (as it may be amended or otherwise modified from time to time, the “AST Escrow Agreement”, and collectively with any Custodian Agreements, the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund ) or (less any amounts for indemnifiable Losses B) segregated cash equal to the extent Subscription Amount in an account with a custodian (a “Custodian”) of funds held on behalf of an “investment company” under the Investment Company Act of 1940, as amended, pursuant to binding escrow instructions (“Custodian Agreements”) for release of such funds by such Custodian to the Company, at the direction of the Company, upon the satisfaction of conditions set forth in Article VII the AST Escrow Agreement, and (ii) the Company has issued instructions to the Transfer Agent authorizing the issuance, in book-entry form, of the number of Common Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature page hereto, that such Purchaser will receive Common Shares in certificated form, then the Company shall instead instruct the Transfer Agent to issue such specified Common Shares in certificated form (the “Stock Certificates”), or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto) concurrent with the Escrow Agent’s release of the Subscription Amount to the Company pursuant to the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.

Escrow. On As the Closing Datesole and exclusive remedy for the indemnity obligations set forth in Article VII, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) at the Effective Time, Parent will cause to be delivered to, and directly deposited with JPMorgan Chase Bank or such other escrow agent that is mutually agreeable to the parties (the “Escrowed Cash”"ESCROW AGENT"), for the account and future potential benefit of the Company's stockholders, a stock certificate representing ten percent (10%) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) of the shares of the common stock of REGParent Common Stock to be issued at Closing otherwise issuable to such holders pursuant to Section 1.6, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates which certificate shall be registered in the name of the Company (Escrow Agent f/b/o the “Escrowed Stock” and together with Former Holders of Capital Stock of XLNT Veterinary Care, Inc. In the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) event any additional shares of Parent Common Stock are issued in accordance with the terms requirements of an Escrow Agreement in Section 1.6(e), a stock certificate representing ten percent (10%) of the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shares of Parent Common Stock to be so issued shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses delivered to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance directly deposited with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with which certificate shall be registered in the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members name of the Escrow Fund; providedAgent f/b/o the Former Holder of Capital Stock of XLNT Veterinary Care, that a Member’s percentage Inc. All such shares of Parent Common Stock so delivered to the Escrow Agent, together with all subsequent dividends or distributions of cash, other shares of Parent Common Stock or property received in respect of such shares while deposited with the Escrow Agent shall be referred to as "ESCROW SHARES" and such account containing the Escrow Shares shall be referred to as the "ESCROW FUND." A pro rata number of the Escrow Fund Shares (determined on the basis of the respective pro rata ownership interest of each holder of Company Common Stock immediately prior to the Effective Time, subject to adjustments by the Escrow Agent to eliminate fractional shares) shall be reduced subtracted from the number of shares of Parent Common Stock each holder of Company Common Stock (including Company Common Stock issued upon conversion of Company Preferred Stock) at the Effective Time is entitled to receive pursuant to the Merger. The Escrow Shares shall be held by the amount Escrow Agent pursuant to the terms and conditions of any indemnifiable Loss made an Escrow Agreement, the form of which shall be reasonably acceptable to Parent and the Company (the "ESCROW AGREEMENT") among the Escrow Agent, Parent and the Stockholders' Representatives (as hereinafter defined) or the successors thereto pursuant to the terms of the Escrow Agreement and this Agreement Agreement. Subject to the provisions of Article VII, the Escrow Shares shall be promptly delivered to the applicable to such MemberCompany stockholders upon expiration of the Survival Period (as defined in Section 7.4(a)).

Escrow. On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000a) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an An escrow account (the “Escrow FundAccount”), ) will be established pursuant to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement agreement substantially in the form attached hereto as Exhibit B A (the “Escrow Agreement”). The Each Purchaser’s Investment Amount for the Seller Shares set forth on its signature page hereto will be delivered to the Escrow Fund Account. Each Purchaser shall purchase from each Seller the number of shares of Company common stock as set forth opposite such Purchaser’s name on Exhibit C attached hereto. Such Purchaser’s Investment Amount shall be used allocated to purchasing the shares of Company common stock being offered by ABS Capital Partners III, L.P. up to a total value of $12,020,926.30. Any remaining portion of Purchaser’s Investment Amount shall be allocated to purchasing the shares of Company common stock being offered by Tarantella, Inc. (b) Concurrently with its execution of this Agreement each party to this Agreement will deliver or cause to be delivered to Xxxx Capital Partners, LLC (“RCP”): (i) for each Purchaser, duly and validly executed copies of the purpose specified Registration Rights Agreement, the Notice of Registration Statement and Selling Securityholder Questionnaire substantially in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses the form of Exhibit A attached to the extent set forth in Article VII Registration Rights Agreement and all other documents required to be duly and validly executed and delivered by the Purchasers; (ii) each Seller will deliver or cause to be delivered to RCP duly and validly executed copies of the Registration Rights Agreement, the Escrow Agreement, and all other documents required to be duly and validly executed and delivered by each Seller; and (iii) shall the Company will deliver or cause to be disbursed delivered with RCP duly and validly executed copies of the Registration Rights Agreement, the Escrow Agreement, and all other documents required to be duly and validly executed and delivered by the Company. (c) Prior to the Closing, each Seller will deliver to the Transfer Agent certificates representing the Seller Shares, together with such other documents as the Company in accordance with and the terms Transfer Agent may require to effect the transfer of such shares to the name of the Escrow Agreement on Purchasers, including executed stock powers and directions for the one year anniversary Transfer Agent to effect such transfer. The Company will use its reasonable best efforts to cause the Transfer Agent to reissue the Seller Shares in the name of each Purchaser so that Certificates registered in the Closing Date. name of each Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to will be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable issued to such MemberPurchaser at the Closing.

Escrow. On 13.01. The Deposit shall be held in escrow by Escrow Agent in an interest bearing account until disbursed as herein provided. Any interest accrued on the Closing Date, Purchaser Deposit shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), be paid to be maintained by an escrow agent reasonably acceptable whichever party is entitled to the parties (the “Escrow Agent”) Deposit in accordance with the terms provisions of an this Agreement. The Deposit shall be held and disbursed by Escrow Agreement Agent in the form attached hereto as Exhibit B following manner: (a) to Seller at the “Closing upon consummation of the Closing; or (b) to Seller upon receipt by Escrow Agreement”). The Escrow Fund shall be used for Agent of written demand therefor, stating (i) that Purchaser has defaulted in the purpose specified in Article VII herein. The Escrow Fund performance of Purchaser’s obligations under this Agreement and the facts and circumstances underlying such default or (less any amounts for indemnifiable Losses ii) that Seller is otherwise entitled to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made Deposit pursuant to the terms of this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Purchaser, nor thereafter, if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the Escrow provisions of Section 13.02; or (c) to Purchaser upon receipt of written demand therefor, stating that either (i) this Agreement has been terminated pursuant to a provision hereof and certifying the basis for such termination, or (ii) Seller shall have defaulted in performance of Seller’s obligations under this Agreement and the facts and circumstances underlying such default or that Purchaser is otherwise entitled to the Deposit under the provisions of this Agreement; provided, however, that Escrow Agent shall not honor such demand until at least ten (10) days after it has sent a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection from Seller in accordance with the provisions of Section 13.02. Notwithstanding the foregoing, if Escrow Agent receives a written demand from Purchaser for the return of the Deposit on or before the expiration of the Due Diligence Period, then Escrow Agent shall immediately send notice thereof to Seller and comply with said demand notwithstanding any contrary instruction Escrow Agent may receive from Seller. 13.02. Upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (b) or (c) of Section 13.01 (other than a demand from Purchaser on or before expiration of the Due Diligence Period, as provided above), Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within the greater of five (5) days or three (3) business days after Escrow Agent delivers a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand. 13.03. In the event of any dispute between the parties regarding the Deposit, Escrow Agent shall disregard all instructions received and at its option either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit into a court of competent jurisdiction (whereupon Escrow Agent shall be released and relieved of any and all liability and obligations hereunder from and after the date of such deposit). 13.04. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. 13.05. Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Article 13 shall be signed by Escrow Agent, Purchaser and Seller. 13.06. Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement applicable and the carrying out of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 13.07. Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that (i) prior to such Memberresignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) Escrow Agent shall deposit the Deposit with a court of competent jurisdiction. After such resignation, Escrow Agent shall have no further duties or liability hereunder.

Escrow. On (a) At the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed CashClosing, the “Escrow Amount”) Purchaser will deposit into an escrow account (the “Escrow FundAccount”)) established for such purpose with Computershare Trust Company, to be maintained by an escrow agent reasonably acceptable to the parties N.A. (the “Escrow Agent”) pursuant to an escrow agreement by and among the Purchaser, the Shareholder Representative and the Escrow Agent, in accordance with the terms of an Escrow Agreement in substantially the form attached hereto as Exhibit B 2.8(a) (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund , (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreementi) shall be disbursed to the Company in accordance with the terms $15.0 million, consisting of the Escrow Agreement on Stock Merger Consideration valued at the one year anniversary Purchaser Stock Value (the “Escrowed Shares”), by delivery of shares into a book position in the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses name of the Escrow Agent, with the portion borne and (ii) $1.0 million in cash by wire transfer to an account designated by the Escrow Agent (the “Escrowed Cash”). The Escrowed Shares will be held in the Escrow Account to act as a source of payment of the indemnification obligations of the Company Shareholders under Article VIII and the Escrowed Cash will be held in the Escrow Account as a source of payment for any Downward Post-Closing NWC Adjustment pursuant to Section 2.11(c). (b) The Escrowed Shares shall be deducted released from the Escrow FundAccount to the Paying Agent, for further distribution by the Paying Agent to the Company Shareholders ratably based on their respective Pro Rata Shares in accordance with this Agreement. Bunge For all purposes under the Escrow Account, the Escrowed Shares shall be valued at the Purchaser Stock Value. Notwithstanding anything to the contrary herein, no fraction of an Escrowed Share shall be released from the Escrow Account and BIG all releases of Escrowed Shares shall agree be rounded to the nearest whole Escrowed Share. (c) Following the determination of the Final NWC pursuant to Section 2.11(a) and, if payable, the payment of the Downward Post-Closing NWC Adjustment pursuant to Section 2.11(c), the Escrow Agent shall release from the Escrow Account to the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders, the holders of Company Options and the holders of Performance Units pursuant to Section 2.10(b)) any remaining portion of the Escrowed Cash. On the 15-month anniversary of the Closing Date (the “Escrow Period Expiration Date”), the Escrow Agent shall release from the Escrow Account to the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders pursuant to Section 2.10(b)(iv)) any remaining portion of the Escrowed Shares minus Escrowed Shares equal in value to the sum of the aggregate amount of unsatisfied or disputed claims for Losses specified in Indemnity Claim Notices delivered by the Purchaser to the Shareholder Representative on or prior to Closing the Escrow Period Expiration Date (such aggregate amount of unsatisfied or disputed claims for Losses, the “Pending Claims Amount”). The Escrow Agent shall continue to hold the Pending Claims Amount corresponding to each claim for Losses until the final resolution of such claim, at which point, as between themselves and when such claim is resolved, the percentages Escrow Agent shall release shares of Purchaser Stock equal in value to the appropriate portion of the Pending Claims Amount to the Paying Agent (for further distribution by the Paying Agent to the Company Shareholders pursuant to Section 2.10(b)(iv)) and/or to the Purchaser, as the case may be, depending upon resolution of such claim. (d) The Purchaser, the Company and the Shareholder Representative each agree to promptly take commercially reasonable actions (including executing and delivering joint written instructions to the Escrow Agent) requested by the other to effect releases of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of Shares from the Escrow Fund; providedAccount, that a Member’s percentage of in each case in accordance with this Agreement and the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such MemberAgreement.

Escrow. 9.1 Closing The escrow (the “Escrow”) for the consummation of this transaction shall be established with Escrow Holder at the address indicated in Section 15.1 hereof by the deposit of an original signed copy of this Agreement with Escrow Holder contemporaneously with the execution hereof. This Agreement shall constitute both an agreement among Buyer and Seller and escrow instructions for Escrow Holder. If Escrow Holder requires separate or additional escrow instructions which it deems necessary for its protection, Seller and Buyer hereby agree promptly upon request by Escrow Holder to execute and deliver to Escrow Holder such separate or additional escrow instructions (the “Additional Instructions”). In the event of any conflict or inconsistency between this Agreement and the Additional Instructions, this Agreement shall prevail and govern, and the Additional Instructions shall so provide. The Additional Instructions shall not modify or amend the provisions of this Agreement unless otherwise agreed to in writing by Seller and Buyer. On the Closing Date, Purchaser provided that the conditions set forth in Sections 7.1 and 7.2 hereof have been satisfied or waived, Escrow Holder shall deposit Two Hundred Fifty Thousand Dollars take the following actions in the order indicated below: ($250,000a) (With respect to all closing documents delivered to Escrow Holder hereunder, and to the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares extent necessary, Escrow Holder is authorized to insert into all blanks requiring the insertion of dates the date of the common stock recordation of REGthe Deed or such other date as Escrow Holder may be instructed in writing by Seller and Buyer; (b) Record the Deed in the official records of Orange County, California; (c) Deliver to Seller, in cash or current funds, the Purchase Price, plus or minus, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cashcase may be, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) amounts determined in accordance with the terms provisions of an Escrow Agreement Section 10 hereof and as shown on the Closing Statement, Buyer’s original signed counterpart of the Assignment of Contracts and Xxxx of Sale and General Assignment, and conformed copies of the recorded Deed; (d) Deliver to Buyer those items referred to in Section 6.1 hereof and a conformed copy of the form attached hereto as Exhibit B recorded Deed; (e) Cause the “Escrow Agreement”). The Escrow Fund shall be used Title Company to issue the Title Policy for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company Real Property in accordance with the terms provisions of the Section 4.2.3 hereof; and (f) Deliver to Seller and Buyer a final closing statement which has been certified by Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company Holder to be deducted from the Escrow Fund. Bunge true and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Membercorrect.

Escrow. On (a) The Restricted Shareholder hereby authorizes and directs the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares Secretary of the common stock Company, or such other person designated by the Company, to transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company in the event of REGforfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as adjusted for any postits attorney-Effective Date dividendin-fact to sell, stock splitassign and transfer unto the Company, recapitalization or reorganization by REG by delivery such shares, if any, forfeited pursuant to this Agreement and shall, upon execution of stock certificates in this Agreement, deliver and deposit with the name Secretary of the Company (Company, or such other person designated by the “Escrowed Stock” and Company, the share certificates representing the Restricted Shares, together with the Escrowed Cashshare assignment duly endorsed in blank, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). A. The Escrow Fund Restricted Shares and share assignment shall be used for held by the purpose specified Secretary in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses escrow, pursuant to the extent set forth in Article VII Joint Escrow Instructions of the Company and the Escrow Agreement) Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the escrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be disbursed to the Company in accordance with the terms discharged of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fundall further obligations hereunder; provided, however, that a Member’s percentage of the Escrow Fund escrow agent shall be reduced by the amount of any indemnifiable Loss made nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the terms Restricted Shares in escrow and while acting in good faith and in the exercise of the Escrow Agreement and this Agreement applicable to such Memberits judgment.

Escrow. On (a) At the Closing DateClosing, the Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000will withhold 950,000 of the Exchange Shares to be issued to each Corporation Stockholder in accordance with Section 2.6(a) (rounded down to the “Escrowed Cash”nearest whole number of shares to be issued to such Corporation Stockholder) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One deliver such shares (97,561the "Escrow Shares") shares of to Borden Ladner Gervais LLP (the common stock of REG"Escrow Agent"), as adjusted escrow xxxxx, xx xx xxxx xx Escrow Agent as collateral for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery the Corporation's indemnification obligations under Article 10 and pursuant to the provisions of stock certificates in the name of the Company an escrow agreement (the “Escrowed Stock” and together with "Escrow Agreement") in a form to be mutually agreed by the Escrowed Cashparties hereto prior to Closing and, the “Escrow Amount”) into an escrow account (the “Escrow Fund”)upon such agreement, to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B 2.7. (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreementb) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant Subject to the terms of the Escrow Agreement, the Escrow Shares will be held by the Escrow Agent from the Closing until the dates set forth in the Escrow Agreement (the "Escrow Period"). Any shares of Purchaser Common Stock or other equity securities issued or distributed by the Purchaser (including securities issued upon a Capital Change) with respect to the Escrow Shares in the Escrow Period shall be added to and considered part of the Escrow Shares. Cash dividends on the Escrow Shares shall be deposited with the Escrow Agent until release thereof pursuant to the Escrow Agreement. The Escrow Shares withheld from each Corporation Stockholder will be represented by a certificate or certificates issued in the name of the Escrow Agent. Each Corporation Stockholder shall be shown as the record owner on the Purchaser's books and records of such number of Escrow Shares. (c) In the event that the Merger is approved by the Corporation Stockholders as provided herein, the Corporation Stockholders shall, without any further act of any Corporation Stockholder, be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral for the Corporation's indemnification obligations under Article 10 in the manner set forth in Article 10 and the Escrow Agreement, (ii) the appointment of Bill McAleer as the representative of the Corporation Stoxxxxxxxxx (xhe "Stockholder Representative") with respect to the matters set forth in Article 10 and under the Escrow Agreement and this as the attorney-in-fact and agent for and on behalf of each Corporation Stockholder (other than holders of Dissenting Shares), and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement applicable (including, without limitation, the exercise of the power to: authorize delivery to the Purchaser of Escrow Shares in satisfaction of claims by the Purchaser; agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Memberclaims; resolve any claim made pursuant to Article 10; and take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing) and (iii) to all of the other terms, conditions and limitations in the Escrow Agreement.

Escrow. On (a) Immediately following the Closing DateClosing, the Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) deliver the Escrow Cash to Xxxxxx-Xxxxxxxxx, Hill & XxXxxxxxx LLP (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG"Escrow Agent"), as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”)agent, to be maintained held by Escrow Agent as collateral for the Corporation's indemnification obligations under Article 10 and pursuant to the provisions of an escrow agent reasonably acceptable agreement (the "Escrow Agreement") in a form to be mutually agreed by the parties hereto prior to Closing and, upon such agreement, to be attached hereto as Exhibit 2.7. (b) The Escrow Cash will be held by the Escrow Agent from the date it is deposited by Purchaser until the date that is twelve (12) months after the Closing Date (the "Escrow Period") and invested by the Escrow Agent as provided in the Escrow Agreement. Following the Escrow Period, any Escrow Cash remaining in the escrow account shall be paid to the parties (the “Escrow Agent”) Icarian Stockholders in accordance with the terms Escrow Agreement. (c) In the event that the Merger is approved by the Icarian Stockholders as provided herein, the Icarian Stockholders shall, without any further act of an any Icarian Stockholder, be deemed to have consented to and approved (i) the use of the Escrow Agreement Cash as collateral for the Corporation's indemnification obligations under Article 10 in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent manner set forth in Article VII 10 and the Escrow Agreement, (ii) shall be disbursed the appointment of Apax Partners as the representative of the Icarian Stockholders (the "Stockholder Representative") with respect to the Company matters set forth in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser Article 10 and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of under the Escrow Agreement and this as the attorney-in-fact and agent for and on behalf of each Icarian Stockholder (other than holders of Dissenting Shares), and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement applicable (including, without limitation, the exercise of the power to: authorize delivery to the Purchaser of Escrow Cash in satisfaction of claims by the Purchaser; agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Memberclaims; resolve any claim made pursuant to Article 10; and take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing) and (iii) to all of the other terms, conditions and limitations in the Escrow Agreement."

Escrow. On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares shall, on behalf of the common stock of REGEquity Sellers, pay to JPMorgan Chase Bank, NA, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in agent to Purchaser and the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties Equity Sellers (the “Escrow Agent”) ), in immediately available funds, to the account designated by the Escrow Agent, an amount equal to $25,500,000 (the “Escrow Amount”), in accordance with the terms of an this Agreement and the Escrow Agreement in Agreement, which will be executed at the form attached hereto as Exhibit B Closing, by and among Purchaser, the Seller Representative and the Escrow Agent (the “Escrow Agreement”). The Escrow Fund Any payment any Equity Seller is obligated to make (subject to the limitations and exceptions set forth in Section 8.4 and elsewhere in this Agreement) to any Purchaser Indemnified Parties pursuant to this Article VIII (other than in respect of a Leakage, a Fundamental Representation or a breach of any provision of Section 6.6) shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses paid first, to the extent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the Escrow Agent within five (5) Business Days after the date the Seller Representative and Purchaser jointly instruct the Escrow Agent to make such payment and shall accordingly reduce the Escrow Amount and, second, to the extent the Escrow Amount is insufficient to pay any remaining sums due, then such Equity Seller shall be required to pay (subject to the limitations and exceptions set forth in Article VII Section 8.4 and the Escrow elsewhere in this Agreement) shall be disbursed all of such additional sums due and owing to the Company in accordance with Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the terms date of such notice and final determination of the Escrow Agreement on sum due and owing. On the one year first anniversary of the Closing Date. Purchaser and , the Company Escrow Agent shall bear an equal portion pay to the Paying Agent the Minimum Share Percentage of the fees and expenses First Anniversary Release Amount for further payment to the holders of Covered Shares pro rata in accordance with their respective holdings of Covered Shares (the amount so paid being referred to as the “Minimum Share Release Amount”). On the first anniversary of the Escrow AgentClosing Date, with the portion borne by the Company Seller Representative shall provide to be deducted from the Escrow Fund. Bunge and BIG shall agree prior Agent a written instruction (the “First Anniversary Release Instruction”) directing the Escrow Agent to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company release an amount equal to the Members of First Anniversary Release Amount less the Escrow Fund; provided, that a Member’s percentage of Minimum Share Release Amount (the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.“