AGREEMENT FOR PURCHASE AND SALE OF ASSETS AND COMMON STOCK By and Among ARES CORPORATION, CLOVIS BIODIESEL, LLC, REG CLOVIS, LLC AND RENEWABLE ENERGY GROUP, INC., Dated as of August 24, 2010

Exhibit 10.1

AGREEMENT FOR PURCHASE AND SALE OF ASSETS AND COMMON

STOCK

By and Among

ARES CORPORATION,

CLOVIS BIODIESEL, LLC,

REG CLOVIS, LLC

AND

RENEWABLE ENERGY GROUP, INC.,

Dated as of August 24, 2010

Table of Contents


			Page
Article I		Definitions		6
	Section 1.1	Definitions		6
	Section 1.2	Other Terms		15
	Section 1.3	Interpretation		15

Article II		Purchase and Sale of Assets and Common Stock		16
	Section 2.1	Purchase and Sale of Assets		16
	Section 2.2	Excluded Assets		17
	Section 2.3	Assumption of Liabilities		18
	Section 2.4	Excluded Liabilities		18
	Section 2.5	Parent Investment		19
	Section 2.6	Consideration; Taxes; Allocation		19
	Section 2.7	Bulk Sales Laws		20
	Section 2.8	Proration of Certain Expenses		20

Article III		Closing		21
	Section 3.1	Closing		21
	Section 3.2	Procedure at Closing		21

Article IV		Representations as to Seller		21
	Section 4.1	Organization and Existence		21
	Section 4.2	Noncontravention		22
	Section 4.3	No Litigation		22
	Section 4.4	Consents		22
	Section 4.5	Subsidiaries		22
	Section 4.6	Organizational Documents; Books and Records, Managers		23
	Section 4.7	Financial Statements		23
	Section 4.8	Changes; Undisclosed Liabilities; Absence of Material Adverse Effect		23
	Section 4.9	Tax Matters		25
	Section 4.10	Compliance with Law		25
	Section 4.11	Contracts and Commitments		25
	Section 4.12	Title to Assets		26
	Section 4.13	Real Property		27
	Section 4.14	Employee Matters		29
	Section 4.15	Benefit Plans		29
	Section 4.16	Intellectual Property		30
	Section 4.17	Environmental Compliance		30
	Section 4.18	Insurance		32
	Section 4.19	Governmental Authorizations and Permits		32
	Section 4.20	Sale of Goods		32
	Section 4.21	Brokers		32

Article V		Representations as to Parent		32


	Section 5.1	Organization and Standing	32
	Section 5.2	Authority; Authorization; Capacity	32
	Section 5.3	Enforceability	33
	Section 5.4	Noncontravention	33
	Section 5.5	Governmental Approvals	33
	Section 5.6	Ownership of Seller Membership Interests	33
	Section 5.7	Investment Agreement	33

Article VI		Representations of Buyer and REG	34
	Section 6.1	Organization and Existence	34
	Section 6.2	Authority; Authorization; Capacity	34
	Section 6.3	Enforceability	34
	Section 6.4	Noncontravention	34
	Section 6.5	Governmental Approvals	35
	Section 6.6	Capitalization	35
	Section 6.7	Valid Issuance of Common Stock	36
	Section 6.8	SEC Reports; Financial Statements	36
	Section 6.9	Undisclosed Liabilities; Absence of Material Adverse Effect	36
	Section 6.10	No Litigation	37
	Section 6.11	Consents	37
	Section 6.12	Organizational Documents; Books and Records	37
	Section 6.13	Tax Matters	37
	Section 6.14	Compliance with Law	38
	Section 6.15	Compliance with Other Instruments	38
	Section 6.16	Intellectual Property Rights	38
	Section 6.17	Environmental Compliance	38
	Section 6.18	Insurance	40
	Section 6.19	Brokers	40
	Section 6.20	Transactions with Affiliates and Employees	40
	Section 6.21	Actions	40

Article VII		Covenants	40
	Section 7.1	Access to Information	40
	Section 7.2	Pre-Closing Activities	41
	Section 7.3	Efforts to Consummate	43
	Section 7.4	Exclusive Dealing	43
	Section 7.5	Publicity	43
	Section 7.6	Intercompany Accounts and Agreements	44
	Section 7.7	No Assumption of Liabilities	44
	Section 7.8	Environmental Matters	44
	Section 7.9	Advisor to REG	44
	Section 7.10	Engineering Services from Parent	44

Article VIII		Conditions to Closing	45
	Section 8.1	Conditions to Obligations of REG and Buyer at the Closing	45
	Section 8.2	Conditions to Obligations of Parent and Seller at the Closing	47


	Section 8.3	Items to be Delivered at Closing	48
	Section 8.4	Further Actions and Assurances	50

Article IX		Survival; Indemnification	51
	Section 9.1	Survival	51
	Section 9.2	Indemnification in Favor of REG and Buyer	51
	Section 9.3	Indemnification by REG and Buyer	52
	Section 9.4	Third Party Claims	52
	Section 9.5	Limits on Indemnification	53
	Section 9.6	Investigation, Disclosure or Knowledge	55
	Section 9.7	Exclusive Remedy	55
	Section 9.8	Tax Treatment of Indemnity Payments	55

Article X		Termination; Effect of Termination	55
	Section 10.1	Termination	55
	Section 10.2	Effect of Termination	56

Article XI		Risk of Loss	56
	Section 11.1	Pre-Closing Risk of Loss	56
	Section 11.2	Use of Insurance Proceeds	56
	Section 11.3	Casualty Event Not a Major Casualty	56
	Section 11.4	Major Casualty; Fair Market Value Determination	57

Article XII		Miscellaneous	58
	Section 12.1	Notices	58
	Section 12.2	No Waiver; Modifications in Writing	59
	Section 12.3	Binding Effect on Successors and Assigns	59
	Section 12.4	No Third Party Beneficiaries	59
	Section 12.5	Counterparts; Facsimile Signatures	59
	Section 12.6	Severability	59
	Section 12.7	Expenses	60
	Section 12.8	Entire Agreement	60
	Section 12.9	Governing Law; Choice of Jurisdiction	60
	Section 12.10	Waiver of Jury Trial	60

List of Exhibits

Exhibit A – Form of Investment Agreement

Exhibit B – Form of Confidentiality and Noncompetition Agreement

Exhibit C – Form of Addendum to Stockholder Agreement

Exhibit D – Form of Registration Rights Agreement

Exhibit E – Form of Xxxx of Sale

Exhibit F – Form of Assignment and Assumption Agreement

Exhibit G – Form of Patent Assignment Agreement

List of Schedules

Seller Disclosure Schedule


Schedule 2.2(a) -		Excluded Contracts
Schedule 4.4 -		Consents
Schedule 4.6 -		Managers, Directors, Officers and Executives
Schedule 4.8(a) -		Changes
Schedule 4.8(b) -		Undisclosed Liabilities
Schedule 4.10 -		Compliance with Law
Schedule 4.11(a)(i) -		Contracts
Schedule 4.11(a)(ii) -		Assumed Contracts
Schedule 4.11(b) -		Contract Obligations
Schedule 4.11(c) -		Contract Claims
Schedule 4.12(a)(i) -		Seller Assets
Schedule 4.12(a)(ii) -		Purchased Assets
Schedule 4.12(b) -		Title to Purchased Assets
Schedule 4.12(e) -		Inventory
Schedule 4.13(a) -		Real Property
Schedule 4.13(c) -		Utilities
Schedule 4.15(a) -		Employee Benefit Plans
Schedule 4.16 -		Intellectual Property
Schedule 4.17 -		Environmental Matters
Schedule 4.18 -		Insurance Policies
Schedule 4.19 -		Governmental Authorizations and Permits
Schedule 4.20 -		Sale of Goods

Parent Disclosure Schedule
Schedule 5.4(c) -		Parent Consents

Buyer Disclosure Schedule

Schedule 6.6(b) -		Lock Up Exceptions
Schedule 6.8 -		Financial Statements
Schedule 6.9 -		Undisclosed Liabilities
Schedule 6.10 -		Litigation


Schedule 6.11 -		Consents
Schedule 6.14 -		Compliance with Law
Schedule 6.17 -		Environmental Matters
Schedule 6.18 -		Insurance
Schedule 6.19 -		Brokers

AGREEMENT FOR PURCHASE AND SALE OF ASSETS AND COMMON STOCK

This Agreement for Purchase and Sale of Assets and Common Stock is made and entered into as of the 24th day of August, 2010 (the “Effective Date”), by and among ARES Corporation, a California corporation (“Parent”), Clovis Biodiesel, LLC, a Delaware limited liability company (“Seller”), REG Clovis, LLC, an Iowa limited liability company (“Buyer”), and Renewable Energy Group, Inc., a Delaware corporation (“REG”).

RECITALS

A.	Seller owns a biodiesel production facility partially constructed and not currently under construction located at Clovis, New Mexico (the “Facility”).

Parent is the sole member of ARES Energy Development, LLC, a Delaware limited liability company (“AED”). AED is the sole member of Seller. Parent and Seller desire to sell, transfer and assign to REG, and REG desires to acquire and assume from Parent and Seller, substantially all of the assets of Seller by and through Buyer, all as more specifically provided in this Agreement.

C.	In exchange for the Purchased Assets and the Parent Investment, Parent desires to purchase from REG, and REG desires to sell to Parent, shares of REG Common Stock, all in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Seller, Buyer and REG agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. Without limiting the effect of any other terms defined in the text of this Agreement, the following words shall have the meaning given them in this Article I:

“’470 Patent Application” means U.S. Patent Application No. 12/345,470 currently pending before the U.S. Patent and Trademark Office.

“Addendum to Stockholder Agreement” shall have the meaning set forth in Section 8.3(a)(iii).

“AED” shall have the meaning set forth in the Recitals.

“Affiliate” means, with respect to a specified Person, (a) any Entity of which such Person is an executive officer, director, partner, trustee or other fiduciary or is directly or indirectly the beneficial owner of 20% or more of any class of equity security thereof or other financial interest therein; (b) if such Person is an individual, any relative or spouse of such individual, or any

relative of such spouse (such relative being related to the individual in question within the second degree) and any Entity of which any such relative, spouse, or relative of spouse is an executive officer, director, general partner, trustee or other fiduciary or is directly or indirectly the beneficial owner of 20% or more of any class of equity security thereof or other financial interest therein; (c) if such Person is an Entity, any director, executive officer, partner, trustee or other fiduciary or any direct or indirect beneficial owner of 20% or more of any class of equity security of, or other financial interest in, such Entity; or (d) any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Person specified. For purposes of this definition, “executive officer” means the president, any vice president in charge of a principal business unit, division or function such as sales, administration, research and development, or finance, and any other officer, employee or other Person who performs a policy making function or has the same duties as those of a president or vice president. For purposes of this definition, “control” (including “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Purchase Agreement, including the schedules and exhibits attached hereto, which are hereby incorporated herein.

“Appraisal Notice” shall have the meaning set forth in Section 11.4(c).

“Arbiter” shall have the meaning set forth in Section 2.6(c).

“Ashley” shall have the meaning set forth in this Section 1.1 under the definition of “Knowledge” or “Known”.

“Assets” means all cash and cash equivalents, securities, vehicles, contracts (including, but not limited to, the Contracts), furniture, equipment, Intellectual Property Assets, Real Property (including owned real property and any leasehold interests in real property), personal property, Books and Records, and other assets (including tax credits) owned, leased or licensed.

“Assignment and Assumption Agreement” shall have the meaning set forth in Section 8.3(a)(viii).

“Assumed Contracts” shall have the meaning set forth in Section 4.11(a)(ii).

“Assumed Liabilities” shall have the meaning set forth in Section 2.3.

“Books and Records” of a Person means, whether stored electronically or in hard copy, all files, documents, instruments, papers, books and records material to the ownership, business or condition of such Person, including financial statements, Tax Returns and related work papers and letters from accountants, budgets, ledgers, journals, deeds, title policies, minute books, membership interest certificates and books, membership interest transfer ledgers, Contracts, Governmental Authorizations, customers lists, computer files and programs, retrieval programs, operating data and plans and environmental studies and plans, if any, and all architectural and engineering drawings and plans related to the Facility.

“Business” means the design, development and construction of biodiesel production facilities and the production, storage, transport and sale of biodiesel and business incidental thereto.

“Buyer” shall have the meaning set forth in the preamble of this Agreement.

“Buyer Disclosure Schedule” means the disclosure schedule of Buyer and REG delivered to Parent and Seller pursuant hereto.

“Buyer’s Environmental Assessment” shall have the meaning set forth in Section 7.8(a).

“Buyer Indemnified Parties” shall have the meaning set forth in Section 9.2.

“Buyer Material Adverse Effect” means a Material Adverse Effect on Buyer, REG and its Subsidiaries, considered as a whole, or the Business conducted or proposed to be conducted by Buyer, REG and its Subsidiaries, considered as a whole.

“Casualty Event” shall have the meaning set forth in Section 11.1.

“Closing” shall have the meaning set forth in Section 3.1.

“Closing Date” shall have the meaning set forth in Section 3.1.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Contracts” means all contracts of Seller or related to the Business, including the Assumed Contracts.

“Copyrights” shall have the meaning set forth in this Section 1.1 under the definition of “Intellectual Property Assets.”

“Disagreeing Party” shall have the meaning set forth in Section 11.4(c).

“Effective Date” shall have the meaning set forth in the preamble of this Agreement.

“Employee Benefit Plans” shall have the meaning set forth in Section 4.15(a).

“Encumbrance” means any lien, pledge, hypothecation, charge, security interest, encumbrance, voting trust, claim, burden, covenant, infringement, interference, proxy, option, right of first refusal, defect, impediment, exception, condition, restriction, reservation, limitation, impairment, restriction on or condition to the voting of any security, restriction on the transfer of any security or other asset, restriction on the receipt of any income derived from any security or other asset, and restriction on the possession, use, exercise or transfer of any other attribute of ownership, whether based on or arising from common law, constitutional provision, statute or contract.

“Entity” means any limited liability company, general partnership, limited partnership, corporation, joint venture, joint stock association, estate, trust, cooperative, foundation, union,

syndicate, consortium, enterprise, association, organization or other entity of any kind or nature, including any Governmental Authority.

“Environmental Costs and Liabilities” means, with respect to any Person, all Liabilities and Remedial Actions incurred as a result of any claim or demand by any other Person or in response to any violation of Environmental Law or to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, Order or agreement with any Governmental Authority or other Person, or which relates to any environmental, health or safety condition, violation of Environmental Law or a Release or threatened Release of Hazardous Materials, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute.

“Environmental Law” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation or other legal requirement or obligation in any way relating to pollution, odors, noise, or the protection of human health and safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as each has been amended and the regulations promulgated pursuant thereto.

“Environmental Permit” means any Permit required by Environmental Laws for the operation of the Business.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor law, and all rules, regulations, rulings and interpretations adopted by the IRS or the Department of Labor thereunder.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” shall have the meaning set forth in Section 2.2.

“Excluded Contracts” shall have the meaning set forth in Section 2.2(a).

“Excluded Liabilities” shall have the meaning set forth in Section 2.4.

“Facility” shall have the meaning set forth in the Recitals.

“Fair Market Value” shall have the meaning set forth in Section 11.4(b).

“Furniture and Equipment” means all furniture, furnishings, equipment, vehicles, leasehold improvements not deemed real estate by applicable Laws, and other tangible personal property, including all artwork, desks, chairs, tables, hardware, copiers, telephone lines and numbers, telecopy machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies.

“GAAP” means generally accepted United States accounting principles, consistently applied.

“Governmental Authority” means any foreign governmental authority, the United States of America, any state of the United States, any local authority and any political subdivision of any of the foregoing, any multi-national organization or body, any agency, department, commission, board, bureau, court or other authority thereof, or any quasi-governmental or private body exercising, or purporting to exercise, any executive, legislative, judicial, administrative, police, regulatory or taxing authority or power of any nature.

“Governmental Authorization” means any permit (including environmental permits), license, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement.

“Hazardous Material” means any substance, material or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or words of similar meaning or effect, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold or other fungi and urea formaldehyde insulation.

“Indemnified Party” means the applicable Buyer Indemnified Party or Parent Indemnified Party asserting a claim pursuant to Article IX.

“Indemnifying Party” means the party against whom a claim is being asserted pursuant to Article IX.

“Intellectual Property Assets” means (i) all legal and fictitious business names, trade names and brand names, and all foreign and domestic registered and unregistered trademarks, service marks and applications (collectively, “Marks”), (ii) all foreign and domestic patents and patent applications (collectively, “Patents”), including, without limitation, the ‘470 Patent Application, (iii) all copyrights in both published works and unpublished works (collectively, “Copyrights”), and (iv) all inventions (whether patentable or unpatentable and whether or not reduced to practice), software, documentation, processes, formulas, patterns, designs, know how, trade secrets, confidential information, technical information, formulae, algorithms, procedures, methods, techniques, ideas, research and development, technical data, programs, subroutines, tools, materials, specifications, process technology, plans, drawings and blue prints, apparatus, creations, improvements, works or authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or related to, or are used in connection with the foregoing that is owned by Seller or an Affiliate of Seller and related to the Business or used by Seller in connection with the Business.

“IRS” means the United States Internal Revenue Service.

“Knowledge” or “Known” - An individual shall be deemed to have “knowledge” of or to have “known” a particular fact or other matter if such individual is actually aware of such fact or other matter. Parent shall be deemed to have “knowledge” of or to have “known” a particular fact or other matter if any of the following individuals are actually aware of such fact or other matter: Xxxxxxx Xxxxxx, Ph.D, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxx Xxxxxxx Xxxxxx (“Xxxxxx”). Buyer shall be deemed to have “knowledge” of or to have “known” a particular fact or other matter if any of the following individuals are actually aware of such fact or other matter: Xxxxxxx Xxxxxxxx and Xxxxxx X. Oh.

“Law” means any federal, state or local law (including common law), statute, code, ordinance, rule, regulation or other legal requirement or obligation.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, mediations, investigations, inquiries, proceedings or claims (including counterclaims) by or before a Governmental Authority or arbitration panel.

“Legal Requirement” means any Law, decree, requirement, Order, treaty, proclamation, convention, rule or regulation (or interpretation of any of the foregoing) of, and the terms of any Governmental Authorization issued by, any Governmental Authority, including, not limited to, Environmental Laws and those in respect of employment, employment practices, labor, terms and conditions of employment, wages and hours.

“Lender” shall have the meaning set forth in Section 8.1(h).

“Liability” means any debt, loss, damage, adverse claim, fines, penalties, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation).

“Losses” shall have the meaning set forth in Section 9.2.

“Marks” shall have the meaning set forth in this Section 1.1 under the definition of “Intellectual Property Assets.”

“Material Adverse Effect” means any material adverse change in the overall condition of a party, taking into consideration all factors including, but not limited to, the financial condition, properties, assets, liabilities, business, operations, results of operations and prospects of that party taken as a whole; provided, however, that in determining whether there has been a Material Adverse Effect, any adverse effects shall be disregarded that result primarily from or are attributable to (A) general economic conditions or general conditions in the biodiesel or feedstock industries, (B) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, (C) changes in financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (D) changes in GAAP, (E) changes in Legal

Requirements, or (F) the failure, in and of itself, by the party to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement.

“Noncompetition Agreement” shall have the meaning set forth in Section 8.3(a)(ii).

“Notices” shall have the meaning set forth in Section 12.1(a).

“Order” means any order, judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, sentence, subpoena, writ or award issued, made, entered or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator.

“Organizational Documents” means the articles or certificate of incorporation and bylaws for a corporation, and the articles of organization or certificate of formation and operating agreement for a limited liability company, and all other documents necessary to meet the Legal Requirements for organization of the applicable Entity type in its state of organization.

“Outside Date” shall have the meaning set forth in Section 10.1(b).

“Parent” shall have the meaning set forth in the preamble of this Agreement.

“Parent Indemnified Party” shall have the meaning set forth in Section 9.3.

“Parent Investment” means Eight Million Dollars ($8,000,000).

“Patent Assignment Agreement” shall have the meaning set forth in Section 8.3(a)(xiii).

“Patents” shall have the meaning set forth in this Section 1.1 under the definition of “Intellectual Property Assets.”

“Permits” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Authority.

“Permitted Liens” means (i) mechanics’ liens, workmen’s liens, carriers’ liens, repairmen’s liens, landlord’s liens, vendor’s liens, liens for master’s or crew’s wages or other like liens arising or incurred in the ordinary course of business in respect of obligations that are not overdue or are being contested in good faith and for which adequate reserves have been established, (ii) statutory liens for Taxes, assessments and other similar governmental charges that are not yet due or are being contested in good faith and for which adequate reserves have been established, (iii) liens incurred or deposits made to secure the performance of bids, contracts, statutory obligations, surety and appeal bonds incurred in the ordinary course of business, (iv) liens that arise under zoning, land use and other similar imperfections of title that arise in the ordinary course of business and that, individually or in the aggregate, do not materially affect the applicable party’s business as presently conducted or the value or marketability of such title, (v) liens in the ordinary course that do not materially impair the applicable party’s use of the property or asset, or (vi) those liens, if any, permitted to be imposed by the other party to this Agreement.

“Person” means any individual, Entity or Governmental Authority.

“Proceeding” means any action, suit, litigation, arbitration, lawsuit, claim, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination, investigation, challenge, controversy or dispute commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or any arbitrator.

“Purchase Price” shall have the meaning set forth in Section 2.6(a).

“Purchased Assets” shall have the meaning set forth in Section 2.1.

“Real Property” means the real property owned or leased by Seller and as further described in Section 4.13.

“REG” shall have the meaning set forth in the preamble.

“REG Common Stock” means shares of the common stock, par value $0.0001 per share, of REG.

“REG Financial Statements” shall have the meaning set forth in Section 6.8.

“REG Governing Documents” means the Certificate of Incorporation of REG, the Bylaws of REG, the Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock of REG, the Stockholder Agreement (as proposed to be amended by the First Amendment to Stockholder Agreement substantially in the form previously provided to Seller and Parent) and all registration rights agreements between REG and stockholders of REG in existence as of the Effective Date.

“REG Intellectual Property Rights” shall have the meaning set forth in Section 6.16.

“REG Shares” shall have the meaning set forth in Section 6.6.

“Registration Rights Agreement” shall have the meaning set forth in Section 8.3(a)(iv).

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any property.

“Remedial Action” means all actions including any capital expenditures undertaken to (i) clean up, remove, treat or in any other way address any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (iv) correct a condition of noncompliance with Environmental Laws.

“Representatives” means the Affiliates, shareholders, members, trustees, managers, directors, officers, agents or representatives, including, without limitation, any investment banks, attorney or accountant designated as a representative by a party to this Agreement.

“Required Consents” shall have the meaning set forth in Section 7.3(a).

“SEC” means the Securities and Exchange Commission.

“SEC Reports” shall mean all reports required to be filed under the Securities Act and the Exchange Act, including pursuant to Sections 13(a) and 15(d) of the Exchange Act.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller” shall have the meaning set forth in the Recitals.

“Seller Assets” shall have the meaning set forth in Section 4.12(a)(i).

“Seller Disclosure Schedule” means the disclosure schedule of Parent and Seller delivered to REG and Buyer pursuant hereto.

“Seller Employee Benefit Plans” shall have the meaning set forth in Section 4.15(a).

“Seller Financial Statements” shall have the meaning set forth in Section 4.7.

“Seller Material Adverse Effect” means a Material Adverse Effect on the Purchased Assets, considered as a whole.

“Stockholder Agreement” means the Stockholder Agreement dated as of February 26, 2010, by and among REG and certain stockholders of REG.

“Stuart” shall have the meaning set forth in Section 7.9.

“Subsidiary” means, with respect to any Person, any other Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by such Person or (ii) such Person is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of the other Person.

“Tax” means any tax (including without limitation any income tax, franchise tax, capital gains tax, gross receipts tax, license tax, value-added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, environmental tax, inventory tax, occupancy tax, severance tax, withholding tax, payroll tax, employment tax, gift tax, estate tax or inheritance tax), levy, assessment, tariff, impost, imposition, toll, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental Authority or payable pursuant to any tax-sharing agreement or pursuant to any other contract

relating to the sharing or payment of any such tax, levy, assessment, tariff, impost, imposition, toll, duty, deficiency or fee.

“Tax Allocation” shall have the meaning set forth in Section 2.6(c).

“Taxing Authority” means the IRS and any other Governmental Authority responsible for the administration of any Tax.

“Tax Return” means any return (including any information return), report, claim for refund, statement, declaration, schedule, notice, notification, form or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax, and including any amendment thereof.

“Third Party Claim” shall have the meaning set forth in Section 9.4(a).

“Technology” shall have the meaning set forth in this Section 1.1 under the definition of “Intellectual Property Assets.”

“Transaction Documents” means the agreements and instruments contemplated hereby or thereby.

1.2 Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

1.3 Interpretation. As used in this Agreement, the word “including” means without limitation, the word “or” is not exclusive and the words “herein,” “hereof,” “hereby,” “hereto,” “hereunder” and the like refer to this Agreement as a whole. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. Unless the context otherwise requires, references herein: (a) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of and the Exhibits and Schedules attached to this Agreement, (b) to an agreement, instrument or document means such agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement and (c) to a statute means such statute as amended as of the Effective Date and includes any successor legislation thereto effective as of the Effective Date. The headings and captions used in this Agreement, in any Schedule or Exhibit hereto, in the table of contents or in any index hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement or any Schedule or Exhibit hereto, and all provisions of this Agreement and the Schedules and Exhibits hereto shall be enforced and construed as if no caption or heading had been used herein or therein. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement (or, in the absence of any ascribed meaning, the meaning customarily ascribed to any such term in Seller’s industry or in general commercial usage). The Schedules and Exhibits referred to herein shall be construed with and as

an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. All references to dollars (or the symbol “$”) contained herein shall be deemed to refer to United States dollars.

ARTICLE II

PURCHASE AND SALE OF ASSETS AND COMMON STOCK

2.1 Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Seller, and Seller shall, and Parent shall cause Seller to, sell, transfer, assign, convey and deliver to Buyer all of Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Encumbrances except for Permitted Liens. “Purchased Assets” shall mean all of the assets, properties, contractual rights, goodwill, going concern value, if any, rights and claims of Seller or any Affiliate of Seller related to the Business on the Closing Date, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the Books and Records of Seller (other than Excluded Assets), including each of the following assets:

(a) all tangible personal property used or useful in the Business by Seller or any Affiliate of Seller, including Furniture and Equipment;

(b) all prepaid charges and expenses, including any prepaid rent, of Seller;

(c) all rights of Seller under all Real Property (whether owned or leased), together with all improvements, fixtures and other appurtenances thereto and rights in respect thereof;

(d) the Intellectual Property Assets used or useful in the Business by Seller or any Affiliate of Seller, including, without limitation, the rights to the technology and patent application for the patent relating to the technology to be used at the Facility that has been applied for by Parent;

(e) all rights of Seller under the Assumed Contracts, including all claims or causes of action with respect to the Assumed Contracts;

(f) all Books and Records of Seller and all other documents of Seller or any Affiliate of Seller that are related to the development, design or construction of the Purchased Assets or to the Intellectual Property Assets, whether or not physically located on any of Seller’s Real Property, but excluding those documents referred to in Section 2.2(c) below;

(g) all Permits, including Environmental Permits, related to the Business or the Purchased Assets obtained by Seller or any Affiliate of Seller and all rights and incidents of interest therein;

(h) all raw materials, supplies, parts, components and construction materials owned by Seller or any Affiliate of Seller and used or to be used in connection with the Business;

(i) all rights of Seller under non-disclosure or confidentiality, non-compete or non-solicitation agreements with former employees, employees and agents of Seller or with third parties to the extent relating to the Purchased Assets (or any portion thereof);

(j) all rights of Seller or any Affiliate of Seller under or pursuant to all warranties, representations and guaranties made by suppliers, manufacturers and contractors to the extent relating to products sold or services provided to Seller or any Affiliate of Seller in connection with the Business or to the extent affecting any Purchased Asset;

(k) all work-in-process or construction in process, if any;

(l) all other assets reflected on Seller Financial Statements;

(m) all claims, choses-in-action and rights in litigation and settlements in respect thereof;

(n) all third-party property and casualty insurance proceeds, and all rights to third-party property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business;

(o) all incentives from any Governmental Authority related to the Facility; and

(p) all goodwill and other intangible assets, if any, associated with the Business owned by Seller or any Affiliate of Seller, including the goodwill associated with the Intellectual Property Assets of Seller.

2.2 Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to REG or Buyer, and Seller shall retain right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean each of the following assets:

(a) the contracts set forth Schedule 2.2(a) of the Seller Disclosure Schedule (the “Excluded Contracts”);

(b) all cash and accounts receivable;

(c) all Books and Records of Seller as pertain to ownership, organization or existence of Seller and duplicate copies of such records as are necessary to enable Seller to file tax returns and reports and to fulfill its reporting obligations under applicable securities Laws;

(d) all membership interests (units) or other equity securities of Seller; and

(e) proprietary models, the use of which is not limited to biodiesel plant design.

2.3 Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall assume, effective as of the Closing, all Liabilities of Seller under the Assumed Contracts excluding the Excluded Liabilities (collectively, the “Assumed Liabilities”).

2.4 Excluded Liabilities. Neither REG nor Buyer will assume or be liable for any Excluded Liabilities. Seller shall timely perform, satisfy and discharge in accordance with their respective terms all Excluded Liabilities. “Excluded Liabilities” shall mean all Liabilities of Seller arising out of, relating to or otherwise in respect of the Business on or before the Closing Date and all other Liabilities of Seller other than the Assumed Liabilities. Excluded Liabilities shall include, but not be limited to, the following Liabilities and in no event shall REG or Buyer assume any liability for the matters set out in this Section 2.4:

(a) all Liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services, by Seller of any of its Affiliates of any individual on or before the Closing Date; (ii) workers’ compensation claims against Seller that relate to the period on or before the Closing Date, irrespective of whether such claims are made prior to or after the Closing, and (iii) any Employee Benefit Plan;

(b) all Liabilities arising out of, under or in connection with Excluded Contracts and, with respect to Assumed Contracts, Liabilities in respect of a breach by or default of Seller accruing under such Contracts with respect to any period prior to Closing;

(c) all Liabilities for (i) Taxes of Seller or any Subsidiary (or any predecessor thereof), (ii) Taxes that relate to the Purchased Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date, including, without limitation, Taxes allocable to Seller pursuant to this Agreement, and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written);

(d) all Liabilities in respect of any pending or threatened Legal Proceeding, or any claim arising out of, relating to or otherwise in respect of (i) the operation of the Business to the extent such Legal Proceeding or claim relates to such operation on or prior to the Closing Date, except as provided in Section 2.3(f) hereof, or (ii) any Excluded Asset;

(e) all Environmental Costs and Liabilities of Seller or relating to the Purchased Assets;

(f) all Liabilities or obligations of Seller relating to the business, operations, assets or Liabilities of any Subsidiary or former Subsidiary of Seller based upon, relating to or arising out of events, actions or failures to act prior to the Closing Date; and

(g) all Liabilities of Seller or its officers or directors to the holders of the membership or other equity interests of Seller.

2.5 Parent Investment. On the Closing Date, Parent shall transfer and convey to REG the Parent Investment by wire transfer of immediately available funds to such account as designated by REG.

2.6 Consideration; Taxes; Allocation.

(a) Consideration. In consideration of the purchase, sale and investment described in Sections 2.1 and 2.5 hereof, REG shall issue and deliver to Parent, free and clear of any Encumbrances except as provided in this Agreement, the Investment Agreement and the Stockholder Agreement and under applicable state and federal securities Laws, Two Million One Hundred Fifty Thousand (2,150,000) shares of REG Common Stock, by delivery of REG Common Stock certificates from REG’s transfer agent to Parent (the “Purchase Price”).

(b) Taxes.

(i) All transfer, documentary, sales, use, value added, gross receipts, stamp, registration or other similar transfer Taxes incurred in connection with the transfer and sale of the Assumed Contracts and Purchased Assets as contemplated by the terms of this Agreement, including all recording or filing fees, notarial fees and other similar costs of Closing, that may be imposed, payable, collectible or incurred shall be borne by Parent and Seller.

(ii) All transfer, documentary, sales, use, value added, gross receipts, stamp, registration or other similar transfer Taxes incurred in connection with the transfer and sale of the REG Common Stock as contemplated by the terms of this Agreement, including all recording or filing fees, notarial fees and other similar costs of Closing, that may be imposed, payable, collectible or incurred shall be borne by Buyer and REG.

(iii) Buyer and Parent shall furnish or cause to be furnished to each other, upon request, as promptly as practical, such information (including reasonable access to books and records) and assistance as is reasonably necessary for the filing of any Tax Return, the payment of any Taxes, the conduct of any Tax audit, and for the prosecution or defense of any Proceeding relating to any Tax matter. Any Tax audit or other Tax Proceeding shall be deemed a Third Party Claim subject to the procedures set forth in Section 9.4.

(c) Allocation of Purchase Price. Within thirty (30) days following the Closing Date, REG shall deliver to Parent a draft of Internal Revenue Service Form 8594 containing REG’s proposed allocation, pursuant to Section 1060 of the Code, of (i) the value of the Purchase Price less (ii) the Parent Investment plus (iii) any liabilities assumed by Buyer (the “Tax Allocation”). Parent shall have fifteen (15) days following receipt of the REG’s proposed Tax Allocation to notify REG in writing of any objections thereto. If Parent does not so object, the Tax Allocation as proposed by REG shall be deemed accepted by Parent for all purposes hereunder and shall be conclusive and binding on the parties. If Parent objects to any portion of REG’s proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, REG’s proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Parent to REG, the parties shall submit the dispute to a an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by REG and Parent, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by REG and Parent. Following final determination of the Tax Allocation pursuant to this Section 2.6(c), Parent, Seller, Buyer and REG shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Law.

2.7 Bulk-Sales Laws. Buyer hereby waives compliance by Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; provided, however, that, except with respect to the Assumed Liabilities, Parent and Seller agree (a) to pay and discharge when due or to contest or litigate all claims of creditors which are asserted against REG, Buyer or the Purchased Assets by reason of such noncompliance, (b) to indemnify, defend and hold harmless REG and Buyer from and against any and all such claims and (c) to take promptly all necessary action to remove any Lien which is placed on the Purchased Assets by reason of such noncompliance.

2.8 Proration of Certain Expenses. Subject to Section 2.4(c) and Section 2.6(b)(i)-(ii) with respect to Taxes, all expenses and other payments (including utilities) in respect of the Purchased Assets and all rents and other payments (including any prepaid amounts) due or accrued through the Closing Date shall be prorated between Seller, on the one hand, and Buyer,

on the other hand, as of the Closing Date and shall be settled between Seller and Buyer at Closing with an appropriate net payment between Seller and Buyer. Seller shall be responsible for all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other payments of any kind accruing during any period under the real property leases or any such other leases up to and including the Closing Date. To the extent assumed by Buyer, Buyer shall be responsible for all such rents, charges and other payments accruing during any period under the real property leases or any such other leases after the Closing Date.

ARTICLE III

CLOSING

3.1 Closing. The closing of the purchase, sale and investment provided for in Sections 2.1-2.5 of this Agreement (the “Closing”) shall take place at the offices of Nyemaster, Goode, West, Xxxxxxx & X’Xxxxx, P.C., counsel to REG and Buyer, in Des Moines, Iowa, at 10:00 a.m. local time on the first date on which all of the applicable conditions to closing set forth in Sections 8.1 and 8.2 have been satisfied or waived, or such other date and time to which the parties mutually agree (the “Closing Date”).

3.2 Procedure at Closing. At the Closing, REG, Buyer, Parent and Seller agree that the following shall occur:

(a) Each of the conditions precedent (as applicable) in Section 8.1 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by REG and Buyer, and Parent and Seller shall deliver to REG and Buyer all of the documents required in Section 8.3(a).

(b) Each of the conditions precedent (as applicable) in Section 8.2 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by Parent and Seller, and REG and Buyer shall deliver to Parent and Seller all of the documents required in Section 8.3(b).

(c) All of the documents and instruments delivered at the Closing shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the parties’ respective counsel.

ARTICLE IV

REPRESENTATIONS AS TO SELLER

Parent and Seller, jointly and severally, represent and warrant to REG and Buyer as of the date hereof as follows, except as disclosed in the Seller Disclosure Schedule (with disclosure under any section of the Seller Disclosure Schedule being deemed disclosure to all of the sections of this Article IV to the extent the applicability of such disclosure to another section for which it is intended to serve as disclosure is reasonably apparent):

4.1 Organization and Existence.

(a) Seller is a limited liability company duly organized and validly existing under the Laws of the state of its organization and has all requisite limited liability company power and authority to own its property and carry on its business as now conducted, and except as does not have or could not reasonably be expected to have a Seller Material Adverse Effect, all Governmental Authorizations and governmental approvals necessary therefor, including, without limitation, all qualifications and other approvals necessary to do business as a foreign corporation in each jurisdiction in which Seller is required to be so qualified. Seller has at all times been operated in material compliance with Seller’s Organizational Documents.

(b) Seller has the requisite limited liability company power and authority to execute and deliver this Agreement and the documents contemplated hereby to which Seller is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the documents contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the other documents contemplated hereby to which Seller is a party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action.

4.2 Noncontravention. Neither the execution and delivery of this Agreement and the documents contemplated hereby, nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof or thereof, will (a) violate any provision of Seller’s Organizational Documents or any resolutions adopted by the members or mangers of Seller, (b) result in a violation of any Governmental Authorization or Order of any court or Governmental Authority, or any Law or Legal Requirement applicable to Seller, (c) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which Seller or any of the Purchased Assets is bound, or (d) result in the creation or imposition of any lien (other than Permitted Liens), charge, restriction, claim or Encumbrance of any nature whatsoever upon Seller or any of the Purchased Assets.

4.3 No Litigation. There are no Proceedings pending or, to the Knowledge of Parent, threatened against Seller or involving any of the Purchased Assets. Neither Seller nor any of the Purchased Assets is subject to any Order. There are no Proceedings pending, or to the Knowledge of Parent, threatened seeking to restrain, prohibit, or obtain damages in connection with this Agreement or the transactions contemplated hereby.

4.4 Consents. Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule, no consent, approval or authorization of, or notice to, or any filings or registrations with, any Person is necessary to be obtained or made by or on behalf of Parent or Seller in connection with the consummation of the transactions contemplated by this Agreement except, in each case, for those consents, approvals, authorizations or filings that have been obtained, given, or made, as the case may be, and that are unconditional and in full force and effect.

4.5 Subsidiaries. Seller does not own, directly or indirectly, any interest in any other Entity.

4.6 Organizational Documents; Books and Records; Managers. Parent has delivered to REG and Buyer true and correct copies of the Organizational Documents of Seller, including all amendments thereto, as in effect on the Effective Date, and in each case certified by manager(s) of Seller. Parent has provided or made available to REG and Buyer true and correct copies of the records and minute books of Seller currently in effect as of the Effective Date. The records and minute books, or equivalent records and documents, of Seller, have been kept and maintained in all material respects as required by applicable Legal Requirements, and contain true, correct and complete copies of the Organizational Documents, minutes of meetings and consents in lieu of meetings of the manager(s) of Seller (and any committees thereof, whether permanent or temporary) and of its equity owners, and such records accurately reflect all transactions referred to in such minutes and consents through the Effective Date. Schedule 4.6 sets forth a list of the managers, directors, officers and executives of Seller.

4.7 Financial Statements. Parent has delivered to REG and Buyer the unaudited financial statements of Seller for the year ended December 31, 2009 consisting of a balance sheet and income statement and the unaudited financial statements of Seller for the period ending June 30, 2010 (collectively, the “Seller Financial Statements”). The Seller Financial Statements were prepared in accordance with GAAP (except that they do not contain all the notes that may be required by GAAP and the June 30, 2010 financial statements are subject to normal, recurring year-end adjustments consistent with past practice, the effects of which are not individually or in the aggregate material) applied on a consistent basis during the periods involved and present fairly the financial condition, results of operations and statements of cash flows of Seller as of the dates and for the periods indicated, and are true, accurate and complete in all material respects.

4.8 Changes; Undisclosed Liabilities; Absence of Material Adverse Effect.

(a) Changes. Except as set forth in Schedule 4.8(a) of the Seller Disclosure Schedule, since the date of the most recent Seller Financial Statements, there has not been:

(i) any change in the financial condition, assets, liabilities, results of operations, revenues, expenses or business prospects of Seller which, individually or in the aggregate, does have or could reasonably be expected to have a Seller Material Adverse Effect;

(ii) any damage, destruction or loss of a Seller Asset (whether or not covered by insurance), which individually exceeds $20,000 or in the aggregate exceeds $50,000 in value;

(iii) any increase in the compensation rate by Seller of their directors, officers, agents or employees over their compensation rate, or any bonus, percentage compensation, service award or other similar benefit, granted, made or accrued to or to the credit of any such directors, officers, agents or employees, or any Employee Benefit Plan by Seller, or

any employment agreement or deferred compensation arrangement entered into between Seller and any of their respective officers, directors, agents, employees or consultants;

(iv) any amendment, modification or termination by Seller or any third party of any material contract, agreement, lease, license, permit or other business arrangement with Seller;

(v) any sale, lease, exchange, mortgage, pledge, encumbrance, transfer or other disposition of any of the property or assets of Seller, except payments of current liabilities in the ordinary course of business;

(vi) any material debt, obligation or liability created or incurred by Seller, except current liabilities incurred in the ordinary course of business;

(vii) to the Knowledge of Parent, any act or omission to do any act which would cause the breach of any material term or material obligation applicable to Seller under any Contract;

(viii) any execution, creation, amendment or termination of any material contract, agreement or license or any other transaction relating to Seller or the Seller Assets, except in the ordinary course of business of Seller or except as otherwise agreed to in writing by REG, Buyer and Parent;

(ix) any notice of any litigation or claim relating to Seller or the Assets;

(x) any waiver or release of any material right or claim with respect to Seller or any of the Seller Assets;

(xi) any mortgage, pledge or other encumbrance on any Real Property or Asset other than Permitted Exceptions;

(xii) any other transaction out of the ordinary and normal course of business of Seller; or

(xiii) any agreement by Parent or Seller to do any of the foregoing.

(b) Undisclosed Liabilities. Neither Seller nor any of the Assets are subject to any material debt, liability or obligation, whether accrued, absolute, contingent or otherwise, of a type that would be required to be reflected on a consolidated balance sheet prepared in accordance with GAAP (including required footnotes), other than (i) as reflected in Seller Financial Statements, (ii) accounts payable for goods or services received by Seller incurred in the ordinary course of business consistent with past

practice since the date of the Seller Financial Statements and (iii) as set forth on Schedule 4.8(b) of the Seller Disclosure Schedule.

(c) Material Adverse Changes. Since the date of the most recent Seller Financial Statements, there has not been, and no event that reasonably could be anticipated to have, a Seller Material Adverse Effect.

4.9 Tax Matters. True, correct and complete copies of all federal, state, local and foreign Tax Returns which have been filed by Seller have been delivered to REG and Buyer. Seller has filed or caused to be filed on or before their due date all Tax Returns that it is required to file and has paid all Taxes due and payable on such Tax Returns or on any assessments made against Seller or any of the Assets and all other Taxes imposed on Seller or any of the Assets (except for Tax Returns for which valid extensions have been obtained and are in force). All such Tax Returns were and will be accurate, correct and complete in all material respects and were prepared in the manner required by applicable Laws. For all periods (or portions thereof) ending on or before the Closing Date for which Tax Returns are not yet due, Seller has either paid or adequately reserved for Taxes accrued for such periods. There are no Tax liens upon any of the Assets, other than liens for Taxes not yet due and payable and there is no threatened audit, dispute or claim that might result in a lien on any of the Assets. There are no audits, disputes, claims or threatened assessments concerning any Tax liability of Seller or that are related to the Assets. Seller withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party. Seller made all deposits required with respect to Taxes due and payable by Seller. Seller has not elected to be taxed, or to the Knowledge of Parent is taxed, as a corporation for income tax purposes.

4.10 Compliance with Law. Except as set forth on Schedule 4.10 of the Seller Disclosure Schedule and except as does not have or could not reasonably be expected to have, a Seller Material Adverse Effect, Seller is, and at all times since its formation has been, in compliance with all Legal Requirements applicable to Seller, or to the ownership or operation of the Assets or the operation of its business, and has no basis to expect, nor has it received any Order, notice, or other communication from any Governmental Authority of any alleged, actual, or potential material violation and/or failure to materially comply with any Legal Requirement applicable to Seller or to the ownership or operation of the Assets.

4.11 Contracts and Commitments.

(a) Contracts of Seller.

(i) Set forth on Schedule 4.11(a)(i) of the Seller Disclosure Schedule is a list of all material contracts, agreements, instruments, arrangements, or understandings, whether written or oral, to which Seller is a party or by which any of the Assets are bound (referred to herein as the “Contracts”), each of which are valid and in full force and effect and constitute the legal, valid, and binding obligations of Seller, and true and correct copies of which have been provided or made available to REG and Buyer.

(ii) Set forth on Schedule 4.11(a)(ii) of the Seller Disclosure Schedule is a list of all contracts, agreements, instruments, arrangements, or understandings, whether written or oral, to which Parent or Seller is a party and which are included in the Purchased Assets (the “Assumed Contracts”), each of which are valid and in full force and effect and constitute the legal, valid, and binding obligations of Parent or Seller, and true and correct copies of which have been provided or made available to the REG and Buyer.

(b) Seller (i) has performed all the obligations required to be performed by it to date in all material respects (or has received a valid, enforceable and irrevocable written waiver with respect to its non-performance) under each Contract and (ii) has received no notice of default and is not in default in any material respect (or, with due notice or lapse of time or both, would be in default) under any Contract. Except as set forth on Schedule 4.11(b) of the Seller Disclosure Schedule, Seller does not have a present expectation or intention of terminating or not materially performing any of its obligations under any Contract, and neither Parent nor Seller have any Knowledge of any breach or threatened breach by another party to any Contract.

(c) Except as set forth on Schedule 4.11(c) of the Seller Disclosure Schedule, (i) no previous or current party to any Contract has given written notice to either Seller or Parent of, or made any written claim with respect to, a desire or intention to exercise any optional termination, cancellation, non-renewal or acceleration right thereunder, and neither Seller nor Parent have any Knowledge of any notice of, or claim with respect to, any such desire or intention and (ii) neither Seller nor Parent have given written notice to any previous or current party to any Contract of, nor made any written claim with respect to, a desire or intention to exercise any optional termination, cancellation, non-renewal or acceleration right thereunder.

4.12 Title to Assets.

(a) Ownership of Assets.

(i) A complete and accurate description of all material Assets owned, leased or licensed by Seller (the “Seller Assets”) is set forth on Schedule 4.12(a)(i) of the Seller Disclosure Schedule. Seller has good and marketable title to Seller Assets owned by it free and clear of all Encumbrances other than Permitted Liens. With respect to those Seller Assets that are leased, Seller is in compliance in all material respects with each such lease and holds a valid leasehold interest, free and clear of all Encumbrances other than Permitted Liens.

(ii) A complete and accurate description of the Purchased Assets is set forth on Schedule 4.12(a)(ii) of the Seller Disclosure Schedule. Seller or an Affiliate of Seller has good and marketable title to the Purchased Assets free and clear of all Encumbrances other than Permitted Liens. With respect to those Purchased Assets that are leased,

Seller or such Affiliate of Seller party thereto is in compliance in all material respects with each such lease and holds a valid leasehold interest, free and clear of all Encumbrances other than Permitted Liens.

(b) All Assets. The Seller Assets and the Purchased Assets constitute all of the assets, properties and rights which are reflected in the Seller Financial Statements and which are used or useful by Seller or any Affiliate of Seller in connection with the conduct of the Business as of the Effective Date. Except as set forth on Schedule 4.12(b) of the Seller Disclosure Schedule, Seller holds of record, owns beneficially and has good title to the Purchased Assets. At the Closing and upon transfer to Buyer upon Closing, Buyer shall hold of record, own beneficially and have good title to the Purchased Assets, and the Purchased Assets will be free and clear of Encumbrances other than Permitted Liens.

(c) Condition of Assets. Seller has properly maintained the Facility in its partially completed condition in a manner reasonably intended to preserve its value and future operability; provided, however, that (i) the Purchased Assets shall otherwise be purchased on an “As-Is,” “Where-Is” basis, (ii) no implied representations or warranties are intended or made in connection with condition, order, repair or operating condition of the Purchased Assets (including without limitation any implied warranty of merchantability or fitness for a particular purpose), and (iii) Buyer acknowledges that it has had a reasonable opportunity to make and has made a physical inspection of the Facility and an independent investigation of all aspects of the Purchased Assets that it deemed appropriate, and no condition which was readily observable during an inspection conducted by Buyer with reasonable diligence under the circumstances, without the necessity of conducting any testing, shall constitute a breach of the representation in this sentence. Buyer, and not Seller or Parent, assumes any and all costs to repair and maintain the Purchased Assets except as provided in the first sentence of this Section 4.12(c).

(d) Accounts Receivable. Seller does not have any accounts receivable.

(e) Inventory. Except as set forth on Schedule 4.12(e), Seller does not have any inventory.

4.13 Real Property.

(a) Schedule 4.13(a) of the Seller Disclosure Schedule contains a legal description of each parcel of Real Property owned or leased as of the Effective Date by Seller. Neither Seller nor Parent owns, occupies, or uses any real property or any right, title or interest therein, including options to purchase or lease, used in connection with, or necessary for, the operation of the Business of Seller as proposed to be conducted by Seller, other than the Real Property. Except as set forth in Schedule 4.13(a) of the Seller Disclosure Schedule neither Seller nor Parent has granted to any third party a right to use or occupy any portion of the Real Property nor are there any parties in possession of any portion of the Real Property, whether as tenants, subtenants, trespassers or otherwise, except Seller.

(b) Seller has a valid leasehold interest to the Real Property that it occupies or intends to occupy pursuant to a lease, free and clear of all Encumbrances, except Permitted Liens. Seller has paid, discharged or reserved for, all lawful claims against Seller that, if unpaid, could become an Encumbrance against the Real Property or any portion thereof.

(c) With respect to each parcel of Real Property and the buildings, structures, improvements and fixtures thereon, to the Knowledge of Parent:

(i) No condemnation or eminent domain taking of the Real Property, or any portion thereof, has occurred. There is no pending, threatened or contemplated, appropriation, condemnation, eminent domain or like proceeding affecting the Real Property or any part thereof or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation.

(ii) Except for assessments occurring on a regular basis or that may arise as a result of the transactions contemplated by this Agreement in accordance with applicable Legal Requirements, there is no pending or contemplated reassessment of any parcel included in the Real Property that is reasonably expected to increase the real estate tax assessment for such properties.

(iii) There is no pending or contemplated proceeding to rezone any parcel of the Real Property. The uses for which each parcel of the Real Property are zoned do not restrict, or in any manner impair, the current use of the Real Property or the proposed use by Seller in the Business. Neither Parent nor Seller has received notice of any violation of any applicable zoning Law, regulation or other Legal Requirement, related to or affecting the Real Property.

(iv) All buildings, structures and other improvements on the Real Property, including but not limited to driveways, out-buildings, landscaped areas and sewer systems, and all means of access to the Real Property, are located completely within the boundary lines of the Real Property and do not encroach upon or under the property of any other Person or entity. No buildings, structures or improvements constructed on the property of any other Person encroach upon or under the Real Property.

(v) The proposed use of the Real Property, or any portion thereof, in the Business does not violate or conflict with (i) any covenants, conditions or restrictions applicable thereto or (ii) the terms and provisions of any contractual obligations relating thereto.

(vi) None of the Real Property is subject to any right of first offer, right of first refusal, option or other agreement for the sale or lease thereof.

(vii) Seller has good and valid rights of ingress and egress to and from all of the Real Property (including between separate parcels included within the Real Property) from and to rail lines, rail spurs, pipelines, if any, and the public street systems for all usual street, road, shipping, transport, storage and utility purposes and other purposes necessary or incidental to the operation of the Business.

(viii) Except as disclosed on Schedule 4.13(c) of the Seller Disclosure Schedule, all utilities required for or useful in the operation of the Business either enter the Real Property through adjoining streets and roads, or if they pass through adjoining private land, they do so in accordance with valid public easements. All necessary utilities (including without limitation, water, sewer, electricity and telephone facilities) are available to the Real Property and there exists no proposed limitation in or reduction of the quality or quantity of utility services to be furnished to the Real Property. Permanent adequate sewage and water systems and connections are available to the Real Property in connection with the proposed use by Seller in the Business.

(ix) No Proceeding is pending or threatened to revoke, suspend, modify or limit any of the permits required under applicable Legal Requirements with respect to Seller’s ownership of, leasehold interest in, and use and occupancy of, the Real Property. No Permit will be subject to revocation, suspension, modification or limitation as a result of this Agreement or the consummation of the transactions contemplated hereby.

4.14 Employee Matters. No employee of Parent or Seller is entitled to any payment in connection with the consummation of the transactions contemplated by this Agreement. Seller is not a party to any collective bargaining agreements or union contracts. Seller has not received notice of any claim that it has not complied with any Laws relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining, the payment of social security and similar taxes, equal employment opportunity, employment discrimination, or employment safety, or that Seller is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing.

4.15 Benefit Plans.

(a) Schedule 4.15(a) of the Seller Disclosure Schedule sets forth a true, correct and complete list of each of Seller’s Employee Benefit Plans (the “Seller Employee Benefit Plans”). Except as set forth on Schedule 4.15(a) of the Seller Disclosure Schedule, Seller does not have any liabilities in respect of, or under, any employee benefit plan (as such term is defined in Section 3(3) of ERISA), any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA, including without

limitation any multiemployer pension plan within the meaning of Section 3(37) of ERISA), any deferred compensation arrangement, any bonus, incentive compensation, employment agreement, severance agreement, or any other similar type of plan, program or arrangement providing for employee benefits (“Employee Benefit Plans”). Each Seller Employee Benefit Plan that provides deferred compensation subject to Section 409A of the Code complies or has been operated in good faith compliance with Section 409A of the Code (and has so complied or been operated in good faith compliance for the entire period during which Section 409A of the Code has applied to such Parent Employee Benefit Plan).

(b) The consummation of the transactions contemplated by this Agreement will not result in Seller incurring any liability under any Employee Benefit Plans, including but not limited to, severance, bonus or other compensation obligations to any person, service provider or contractor of Seller or any of its Affiliates. In addition, none of the Assets are subject to a lien under Section 412(n) of the Code with respect to the funding of any employee benefit plan (as such term is defined in Section 3(3) of ERISA).

(c) Each Seller Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS, or is embodied in a prototype document that has received an opinion letter from the IRS, and materially meets the requirements for qualification thereunder. Neither Parent nor Seller nor any Seller Employee Benefit Plan provides for the continuation of medical or health benefits or death benefits or life insurance benefits after an employee’s termination of employment (including retirement) except for continuation of coverage required pursuant to Section 4980B of the Code and Part 6 of Title I of ERISA and the regulations thereunder, and similar state or local Laws.

4.16 Intellectual Property. Schedule 4.16 of the Seller Disclosure Schedule sets forth all Copyrights, Patents and Marks that Seller or Parent owns, uses or licenses in the Business. The Intellectual Property Assets constitute all such assets necessary to operate the Business of Seller as presently conducted. To the Knowledge of Parent, there is no intellectual property of any third party that infringes any of the Intellectual Property Assets owned or used by Seller. To the Knowledge of Parent, none of the Intellectual Property Assets owned by or used by Seller infringes upon or is alleged to infringe upon, any intellectual property right of any other person or entity.

4.17 Environmental Compliance. Except as set forth on Schedule 4.17 of the Seller Disclosure Schedule and except as could not reasonably be expected to have a Seller Material Adverse Effect:

(a) the operations of Seller, with respect to the Business, are and have been in compliance in all material respects with all applicable Environmental Laws, which compliance includes obtaining, maintaining in good standing and complying with all Environmental Permits necessary to operate the Business except for non-compliance that would not reasonably be expected to result in the Business incurring material Environmental Costs and Liabilities and no action or proceeding is pending or, to the Knowledge of Seller, threatened to revoke, modify or terminate any such Environmental Permit, which is necessary and material to the operation of the Business, and, to the

Knowledge of Seller, no facts, circumstances or conditions currently exist that could adversely affect such continued material compliance with Environmental Laws and Environmental Permits or require currently unbudgeted capital expenditures to achieve or maintain such continued material compliance with Environmental Laws and Environmental Permits;

(b) with respect to the Business, Seller is not the subject of any outstanding written Order or contract with any Governmental Authority or Person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material related to the Facility, Real Property, Purchased Assets or the Business;

(c) no claim is pending or to the Knowledge of Parent, threatened against Seller, alleging, with respect to the Facility, Real Property, Purchased Assets or the Business, that Seller may be in violation of any Environmental Law or any Environmental Permit or may have any Liability under any Environmental Law including, but not limited to, claims relating to noise or odors, other than such claims that are routine in nature and would not, individually or in the aggregate, result in the Business incurring material Environmental Costs and Liabilities;

(d) to the Knowledge of Parent, no facts, circumstances or conditions exist with respect to the Facility, Real Property, Purchased Assets or the Business or any property currently or formerly owned, operated or leased by Seller or any property to which Seller arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in the Business incurring unbudgeted material Environmental Costs or Liabilities;

(e) to the Knowledge of Parent, there are no investigations of the Business, or currently or previously owned, operated or leased property of Seller pending or threatened which could reasonably be expected to lead to the imposition of any material Environmental Costs or Liabilities or Encumbrances under Environmental Law;

(f) the transactions contemplated hereunder do not require the consent of or filings with any Governmental Authority with jurisdiction over Seller and environmental matters;

(g) there is not located at any of the Real Property, or at any property previously owned, operated or leased by Seller during Seller’s ownership, operation or lease, any (i) underground storage tanks, (ii) landfill, (iii) surface impoundment, (iv) asbestos-containing material or (v) equipment containing polychlorinated biphenyls;

(h) Seller with respect to the Business has no residual liability with respect to abandoned or former properties, including any obligation to remove or demolish on-site structures or close wastewater lagoons or ponds, and, to the Knowledge of Seller, no Real Property has any structures or features, including abandoned buildings or wastewater lagoons or ponds (other than those being used in compliance with Environmental Laws) requiring removal, demolition, or closure; and

(i) Seller has made available to REG and Buyer all material environmentally related audits, studies, reports, analyses and results of investigations that have been performed with respect to any currently or previously owned, leased or operated

properties of Seller or material documentation relating to pending or threatened claims or investigations pursuant to Environmental Laws, to the extent such materials are in the possession, custody or control of Seller.

4.18 Insurance. Schedule 4.18 of the Seller Disclosure Schedule sets forth a list of all insurance policies owned or held by Seller or by Parent for the benefit of Seller and true, correct and complete copies of all such insurance policies have been delivered or made available to REG and Buyer. All policies of fire, liability, workmen’s compensation, and other forms of insurance owned or held by Seller or Parent on behalf of Seller: (a) are sufficient for compliance in all material respects with all Legal Requirements and of all agreements of Seller, (b) are valid and outstanding policies, and (c) provide adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are required by any agreements pertaining to Seller or the Assets.

4.19 Governmental Authorizations and Permits. Listed on Schedule 4.19 of the Seller Disclosure Schedule is a true, correct and complete listing of (a) all Governmental Authorizations related to the Facility that Seller or Parent has obtained to date, (b) all Governmental Authorizations related to the Facility that Seller or Parent has applied for but which have not been issued, and (c) to the Knowledge of Parent, all material Governmental Authorizations that are required in order for Seller to construct and operate the Facility. No application for a Governmental Authorization that has been submitted by or on behalf of Seller has been rejected and neither Parent nor Seller has received written notice that any necessary Governmental Authorization or Permit that has not been issued will not be issued

4.20 Sale of Goods. Except as set forth on Schedule 4.20, Seller has not sold any goods, merchandise and products since its organization.

4.21 Brokers. Neither Parent nor Seller has paid or become obligated to pay any fee or commission to any broker, finder, intermediary, advisor, consultant, or appraiser for or on account of the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AS TO PARENT

Parent represents and warrants to REG and Buyer as of the date hereof as follows:

5.1 Organization and Standing. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of California. Parent has all requisite corporate power and authority to own its property and carry on its businesses as now conducted, and except as does not have or could not reasonably be expected to have a Seller Material Adverse Effect, all Governmental Authorizations and governmental approvals necessary therefor, including, without limitation, all qualifications and other approvals necessary to do business as a foreign corporation in each jurisdiction in which it is required to be so qualified. Parent has at all times been operated in material compliance with its Organizational Documents.

5.2 Authority; Authorization; Capacity. Parent has the requisite corporate power and authority to execute and deliver this Agreement and the documents contemplated hereby to

which Parent is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the documents contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the other documents contemplated hereby to which Parent is a party and the consummation by Parent of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action.

5.3 Enforceability. This Agreement and the other documents contemplated hereby to which Parent is a party have been duly executed and delivered by Parent and are valid and binding obligations of Parent, enforceable against Parent in accordance with the terms hereof and thereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity.

5.4 Noncontravention. Neither the execution, delivery or performance by Parent of this Agreement and the documents contemplated hereby, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the provisions hereof or thereof will (a) violate, or result in the violation of, any provision of its Organizational Documents or any resolutions adopted by its shareholders or board of directors, (b) result in a violation of any Governmental Authorization or Order, or any Law or Legal Requirement, in each case applicable to Parent or Parent’s assets or properties or (c) except as set forth on Schedule 5.4(c) of the Seller Disclosure Schedule, conflict with, result in the breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which Parent is bound, or (d) result in the creation or imposition of any lien (other than Permitted Liens), charge, restriction, claim or Encumbrance of any nature whatsoever upon Parent.

5.5 Governmental Approvals. No filing by Parent with, and no permit, authorization, consent or approval, in each case, of or with respect to Parent, of any Governmental Authority is necessary for, the consummation by Parent of the transactions contemplated hereby, except for those consents, approvals, notices, filings, or registrations that have been obtained, given, or made, as the case may be, and that are unconditional and in full force and effect.

5.6 Ownership of Seller Membership Interests. Parent owns one hundred percent of the outstanding membership interests of AED, and AED owns one hundred percent of the outstanding membership interests in Seller.

5.7 Investment Agreement. Parent acknowledges and understands it will be receiving REG Common Stock based on certain representations and warranties made by Parent, and agrees to execute and deliver to REG an Investment Agreement in the form attached hereto as Exhibit A (the “Investment Agreement”).

ARTICLE VI

REPRESENTATIONS OF BUYER AND REG

Buyer and REG, jointly and severally, represent and warrant to Parent and Seller as of the date hereof as follows:

6.1 Organization and Existence. Buyer is a limited liability company duly organized and validly existing under the Laws of the State of Iowa. REG is a corporation duly organized and validly existing under the Laws of the State of Delaware. Buyer and REG have all requisite limited liability company or corporate power and authority to own their property and carry on their businesses as now conducted, and except as do not have or could not reasonably be expected to have a Buyer Material Adverse Effect, all Governmental Authorizations and governmental approvals necessary therefor, including, without limitation, all qualifications and other approvals necessary to do business as foreign corporations in each jurisdiction in which they are required to be so qualified. Buyer and REG have at all times been operated in material compliance with their Organizational Documents.

6.2 Authority; Authorization; Capacity. Each of REG and Buyer have the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the documents contemplated hereby to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the documents contemplated hereby. The execution, delivery and performance by REG and Buyer of this Agreement and the other documents contemplated hereby to which REG or Buyer is a party and the consummation by REG or Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or limited liability company action.

6.3 Enforceability. This Agreement and the other documents contemplated hereby to which REG or Buyer is a party have been duly executed and delivered by REG and Buyer, respectively, and are valid and binding obligations of REG and Buyer, enforceable against REG and Buyer in accordance with the terms hereof and thereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity.

6.4 Noncontravention. Neither the execution, delivery or performance by REG or Buyer of this Agreement and the documents contemplated hereby, nor the consummation by REG or Buyer of the transactions contemplated hereby, nor compliance by REG or Buyer with any of the provisions hereof or thereof will (a) violate, or result in the violation of, any provision of its Organizational Documents or any resolutions adopted by its stockholders, members, board of directors, board of managers, partners, trustee or other governing body, (b) result in a violation of any Governmental Authorization or Order, or any Law or Legal Requirement, applicable to REG or Buyer or REG’s or Buyer’s assets or properties or (c) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which Buyer or REG is bound, or (d) result in the creation or

imposition of any lien (other than Permitted Liens), charge, restriction, claim or Encumbrance of any nature whatsoever upon Buyer or REG.

6.5 Governmental Approvals. No filing by REG or Buyer with, and no permit, authorization, consent or approval, in each case, of or with respect to REG or Buyer, of any Governmental Authority is necessary for, the consummation by Parent of the transactions contemplated hereby, except for those consents, approvals, notices, filings, or registrations that have been obtained, given, or made, as the case may be, and that are unconditional and in full force and effect.

6.6 Capitalization.

(a) The authorized capital stock of REG consists of 140,000,000 shares of common stock par value $0.0001 and 60,000,000 shares of preferred stock par value $0.0001, 14,000,000 shares of which have been designated Series A Preferred Stock. At the close of business on the Effective Date, (i) 30,979,553 shares of REG Common Stock were issued and outstanding and (ii) 13,455,522 shares of Series A Preferred Stock were issued and outstanding (collectively, the REG Common Stock and REG preferred stock, the “REG Shares”). All issued and outstanding REG Shares are duly authorized and validly issued, were not issued in violation of any person’s preemptive rights, and are fully paid and nonassessable. There are 228,816 issued and outstanding options to purchase shares of REG Common Stock pursuant to stock option agreements, 2,368,188 shares of restricted stock units issued under the REG 2009 Stock Incentive Plan, issued and outstanding warrants to purchase 1,313,359 shares of REG Common Stock, and 731,250 shares of REG Common Stock reserved for issuance as additional incentive consideration pursuant to that certain Asset Purchase Agreement dated as of July 16, 2010 by and among American BDF, LLC, REG, REG Biofuels, Inc., Golden State Service Industries, Inc., Restaurant Technologies, Inc. and Tellurian Biodiesel, Inc. Except as set forth in this Section 6.6, Schedule 6.6(a) of the Buyer Disclosure Schedule and the REG Governing Documents, (i) there are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating REG to issue, sell or otherwise dispose of capital stock of REG, or any securities or obligations convertible into, or exercisable or exchangeable for, any such capital stock, (ii) there are no voting trusts or other agreements or understandings to which REG or any other person is a party with respect to voting of REG Shares; (iii) REG is not party to nor bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding REG Shares or other equity securities of REG, and (iv) to the extent not covered in subsection (i)-(iii) above, there are no other agreements of any nature regarding REG Shares, including, without limitation, any registration rights agreements or members’ agreements. REG Shares have been offered, sold and delivered by REG in compliance with all applicable Laws. REG Shares were not issued in breach or in violation of any rights, agreements, arrangements or commitments under any Law or REG Governing Documents.

(b) Except as set forth on Schedule 6.6(b) of the Buyer Disclosure Schedule, all outstanding securities of REG, including, without limitation, all outstanding shares of the

capital stock of REG, all shares of the capital stock of REG issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that REG is obligated to issue, are subject to a one hundred eighty (180) day lock up restriction upon an initial public offering of REG’s securities pursuant to a registration statement filed with the SEC pursuant to the Securities Act to the extent and as provided in Section 3(b) of the Stockholder Agreement.

6.7 Valid Issuance of Common Stock. The REG Shares being purchased by the Parent hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under the REG Governing Documents and under applicable state and federal securities laws.

6.8 SEC Reports; Financial Statements. REG has filed all SEC Reports required to be filed by it on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. REG has not received any material correspondence from the SEC concerning the SEC Reports. No securities issued by REG presently trade on an established trading market. The financial statements of REG included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. REG has previously delivered to Parent true, correct and complete copies of the audited financial statements of REG for the year ended December 31, 2009 and unaudited financial statements for the quarter ended March 31, 2010 as filed with the SEC, and unaudited financial statements for the quarter ended June 30, 2010 as filed with the SEC (collectively, the “REG Financial Statements”). Except as set forth on Schedule 6.8 of the Buyer Disclosure Schedule, the REG Financial Statements were prepared in accordance with GAAP (except that the unaudited financial statements do not contain all the notes that may be required by GAAP and are subject to normal, recurring year-end adjustments consistent with past practice, the effects of which are not individually or in the aggregate material) applied on a consistent basis during the periods involved, and present fairly the financial condition, results of operations and statements of cash flows of REG as of the dates and for the periods indicated, and are true, accurate and complete in all material respects.

6.9 Undisclosed Liabilities; Absence of Material Adverse Effect.

(a) Undisclosed Liabilities. REG is not subject to any material debt, liability or obligation, whether accrued, absolute, contingent or otherwise, of a type that would be required to be reflected on a consolidated balance sheet prepared in accordance with GAAP (including required footnotes), other than (i) as reflected in the REG Financial Statements, (ii) accounts payable for goods or services received by REG incurred in the ordinary course of business consistent with past practice since the last date of the REG

Financial Statements and (iii) as set forth on Schedule 6.9 of the Buyer Disclosure Schedule.

(b) Material Adverse Changes. Since the date of the most recent REG Financial Statements, there has not been, and no event that reasonably could be anticipated to have, a Buyer Material Adverse Effect.

6.10 No Litigation. Except as set forth on Schedule 6.10, there are no Proceedings pending or, to the Knowledge of REG, threatened against REG or Buyer except as could not reasonably be expected to have a Buyer Material Adverse Effect. Neither REG nor Buyer is subject to any Order. There are no Proceedings pending, or to the Knowledge of REG, threatened seeking to restrain, prohibit, or obtain damages in connection with this Agreement or the transactions contemplated hereby.

6.11 Consents. Except as set forth in Schedule 6.11 of the Buyer Disclosure Schedule, no consent, approval or authorization of, or notice to, or any filings or registrations with, any Person is necessary to be obtained or made by or on behalf of REG or Buyer in connection with the consummation of the transactions contemplated by this Agreement except, in each case, for those consents, approvals, authorizations or filings that have been obtained, given, or made, as the case may be, and that are unconditional and in full force and effect.

6.12 Organizational Documents; Books and Records. REG has delivered to Parent true and correct copies of the Organizational Documents of REG, including all amendments thereto, as in effect on the Effective Date, and in each case certified by its officer(s). REG has provided or made available to Parent true and correct copies of the records and minute books of REG currently in effect as of the Effective Date. The records and minute books, or equivalent records and documents, of REG, have been kept and maintained in all material respects as required by applicable Legal Requirements, and contain true, correct and complete copies of the Organizational Documents, minutes of meetings and consents in lieu of meetings of the manager(s) of REG (and any committees thereof, whether permanent or temporary) and of its equity owners, and such records accurately reflect all transactions referred to in such minutes and consents through the Effective Date.

6.13 Tax Matters. REG and its Subsidiaries have filed or caused to be filed on or before their due date all Tax Returns that they are required to file and have paid all Taxes due and payable on such Tax Returns or on any assessments made against REG and its Subsidiaries and all other Taxes imposed on REG and its Subsidiaries (except for Tax Returns for which valid extensions have been obtained and are in force) except as does not have, or could not reasonably be expected to have, a Buyer Material Adverse Effect. All such Tax Returns were and will be accurate, correct and complete in all material respects and were prepared in the manner required by applicable Laws. For all periods (or portions thereof) ending on or before the date of the most recent REG Financial Statements for which Tax Returns are not yet due, REG has either paid or adequately reserved for Taxes accrued for such periods. There are no Tax liens upon any of the assets or REG and its Subsidiaries, other than liens for Taxes not yet due and payable, and there is no threatened audit, dispute or claim that might result in a lien on any of the assets of REG or its Subsidiaries. There are no audits, disputes, claims or threatened assessments concerning any Tax liability of REG or its Subsidiaries. REG and its Subsidiaries withheld and

paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party. REG and its Subsidiaries made all deposits required with respect to Taxes due and payable by REG and its Subsidiaries.

6.14 Compliance with Law. Except as set forth on Schedule 6.14 of the Buyer Disclosure Schedule and except as does not have, or could not reasonably be expected to have, a Buyer Material Adverse Effect, REG and its Subsidiaries are, and at all times since their formation have been, in compliance with all Legal Requirements applicable to REG , or to the ownership or operation of their assets or the operation of their businesses, and have no basis to expect, nor has REG or any Subsidiary of REG received, any Order, notice, or other communication from any Governmental Authority of any alleged, actual, or potential material violation and/or failure to materially comply with any Legal Requirement applicable to REG or any Subsidiary of REG, or to the ownership or operation of their assets or Businesses.

6.15 Compliance With Other Instruments. REG is not in violation or default of any provision of its Organizational Documents, or except as does not have, or could not reasonably be expected to have, a Buyer Material Adverse Effect, of any material instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or, to its Knowledge and except as does not have, or could not reasonably be expected to have, a Buyer Material Adverse Effect, of any provision of any material federal or state statute, rule or regulation applicable to REG.

6.16 Intellectual Property Rights. REG and its Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could, individually or in the aggregate, have or reasonably be expected to result in a Buyer Material Adverse Effect (collectively, the “REG Intellectual Property Rights”). Neither REG nor any Subsidiary of REG has received a written notice that any of the REG Intellectual Property Rights violates or infringes upon the rights of any Person. Except as set forth in the SEC Reports, to the Knowledge of the REG, all REG Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the REG Intellectual Property Rights except as does not have, or could not reasonably be expected to have, a Buyer Material Adverse Effect.

6.17 Environmental Compliance. Except as set forth on Schedule 6.17 of the Buyer Disclosure Schedule and except as could not reasonably be expected to have a Buyer Material Adverse Effect:

(a) the operations of REG and its Subsidiaries are and have been in compliance in all material respects with all applicable Environmental Laws, which compliance includes obtaining, maintaining in good standing and complying with all Environmental Permits necessary to operate the businesses and facilities of REG and its Subsidiaries except for non-compliance that would not reasonably be expected to result in REG or any Subsidiary incurring material Environmental Costs and Liabilities, and no

action or proceeding is pending or, to the Knowledge of REG, threatened to revoke, modify or terminate any such Environmental Permit, which is necessary and material to the operation of any facility or business of REG or any Subsidiary of REG, and, to the Knowledge of REG, no facts, circumstances or conditions currently exist that could adversely affect such continued material compliance with Environmental Laws and Environmental Permits or require currently unbudgeted capital expenditures to achieve or maintain such continued material compliance with Environmental Laws and Environmental Permits;

(b) neither REG nor any Subsidiary of REG is the subject of any outstanding written Order or contract with any Governmental Authority or Person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material related to any facility, real property, assets or business;

(c) no claim is pending or to the Knowledge of REG, threatened against REG or any Subsidiary of REG, alleging, with respect to any facility, real property, asset or business, that REG or any Subsidiary of REG may be in violation of any Environmental Law or any Environmental Permit or may have any Liability under any Environmental Law including, but not limited to, claims relating to noise or odors, other than such claims that are routine in nature and would not, individually or in the aggregate, result in any material Environmental Costs and Liabilities;

(d) to the Knowledge of REG, no facts, circumstances or conditions exist with respect to any facility, real property assets or business of REG or any Subsidiary of REG, or any property currently or formerly owned, operated or leased by REG or any Subsidiary of REG or any property to which REG or any Subsidiary of REG arranged for the disposal or treatment of Hazardous Materials, that could reasonably be expected to result in the Business incurring unbudgeted material Environmental Costs or Liabilities;

(e) to the Knowledge of REG, there are no investigations of the business, or currently or previously owned, operated or leased property of REG or any Subsidiary of REG, pending or threatened which could reasonably be expected to lead to the imposition of any material Environmental Costs or Liabilities or Encumbrances under Environmental Law;

(f) there is not located at any of the real property owned, leased or operated by REG or any Subsidiary of REG, or at any property previously owned, operated or leased by REG or any Subsidiary of REG during the ownership, operation or lease of the property by REG or any Subsidiary of REG, any (i) underground storage tanks, (ii) landfill, (iii) surface impoundment, (iv) asbestos-containing material or (v) equipment containing polychlorinated biphenyls; and

(g) Neither REG nor any Subsidiary of REG has any residual liability with respect to abandoned or former properties, including any obligation to remove or demolish on-site structures or close wastewater lagoons or ponds, and, to the Knowledge of REG, no real property owned, leased or operated by REG or any Subsidiary of REG

has any structures or features, including abandoned buildings or wastewater lagoons or ponds (other than those being used in compliance with Environmental Laws) requiring removal, demolition, or closure.

6.18 Insurance. Schedule 6.18 of the Buyer Disclosure Schedule sets forth a list of all insurance policies owned or held by REG and its Subsidiaries. All policies of fire, liability, workmen’s compensation, and other forms of insurance owned or held by REG or any Subsidiary of REG: (a) are sufficient for compliance in all material respects with all Legal Requirements and of all agreements of REG or any Subsidiary of REG, (b) are valid and outstanding policies, and (c) provide adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are required by any agreements pertaining to REG and its Subsidiaries.

6.19 Brokers. Except as set forth in Schedule 6.19 of the Buyer Disclosure Schedule, neither REG nor any Subsidiary of REG has paid or become obligated to pay any fee or commission to any broker, finder, intermediary, advisor, consultant, or appraiser for or on account of the transactions contemplated by this Agreement.

6.20 Transactions With Affiliates and Employees. Except as (a) set forth in the SEC Reports, (b) approved by the disinterested directors of REG or (c) on terms and conditions which would be no less favorable to REG than would be obtainable in arms’ length transactions between unrelated parties, none of the officers or directors of REG or any Subsidiary of REG and, to the Knowledge of REG, none of the employees of REG or any Subsidiary is presently a party to any transaction with REG or any Subsidiary of REG (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of REG, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.]

6.21 Actions. As of the Effective Date, REG has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of REG with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of REG or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of REG is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of REG.

ARTICLE VII

COVENANTS

7.1 Access to Information. From and after the date of this Agreement and until the Closing or the termination of this Agreement pursuant to Article X hereof, Parent and Seller will give to REG and Buyer and their authorized Representatives reasonable access during normal

business hours to the offices, Books and Records, returns, contracts, commitments, facilities and accountants of Seller and Parent insofar as it relates to Seller, the Business or the Purchased Assets, and will furnish and make available to the REG and Buyer and their authorized Representatives all such documents and copies of documents and all such additional financial and operating data and other information pertaining to the business and affairs of the Seller and the Purchased Assets as REG and Buyer and their authorized Representatives may reasonably request for purposes of Buyer conducting due diligence activities; provided, however, that the activities of REG and Buyer and their Representatives shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of Parent. From and after Closing, REG and Buyer and their authorized Representatives shall have reasonable access to, and the right to make copies at Buyer’s expense, during normal business hours of any Books and Records of Seller or Parent which have not been transferred to Buyer and which are necessary for preparation of financial statements or Tax Returns of Seller and for any other proper business purpose of Seller. Such Books and Records shall be retained by Parent for at least seven (7) years from the Closing Date unless Parent gives REG and Buyer thirty (30) days prior written notice of Parent’s intention to destroy or dispose of such Books and Records and provides REG and Buyer the reasonable opportunity to take possession of such Books and Records prior to such destruction or disposition. From and after the date of this Agreement and until the Closing or the termination of this Agreement pursuant to Article X hereof, REG and Buyer will give to Parent and its authorized Representatives reasonable access during normal business hours to the offices, books and records, returns, contracts, commitments, facilities and accountants of REG and Buyer and their Subsidiaries, and will furnish and make available to the Parent and its authorized Representatives all such documents and copies of documents and all such additional financial and operating data and other information pertaining to the business and affairs of REG and Buyer and their Subsidiaries as Parent and its authorized Representatives may reasonably request for purposes of Parent conducting due diligence activities; provided, however, that the activities of Parent and its Representatives shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of REG, Buyer or their Subsidiaries. From and after Closing, Parent and its authorized Representatives shall have reasonable access to, and the right to make copies at Buyer’s expense, during normal business hours of any Books and Records of REG and Buyer which are necessary for preparation of financial statements or Tax Returns of Parent and for any other proper business purpose of Parent. Such Books and Records shall be retained by REG and Buyer for at least seven (7) years from the Closing Date unless REG or Buyer gives Parent thirty (30) days prior written notice of REG’s or Buyer’s intention to destroy or dispose of such Books and Records and provides Parent the reasonable opportunity to take possession of such Books and Records prior to such destruction or disposition.

7.2 Pre-Closing Activities.

(a) Except as otherwise permitted or required by this Agreement, prior to the Closing Date, Parent and Seller covenant that Parent and Seller shall not without the consent of REG and Buyer:

(i) engage in any practice, take any action, or enter into any transaction outside the ordinary course of business consistent with the past practices of Seller;

(ii) amend the Organizational Documents of Seller;

(iii)(1) grant any increase in the aggregate compensation of officers and directors of Seller or make any increase in the compensation of employees of Seller outside the ordinary course of business consistent with past practice of Seller, except as required by any contract or agreement existing on Effective Date, (2) grant any bonus to any employee, director or consultant of Seller, except as required by any contract or agreement existing on the Effective Date, or (3) enter into any retention, deferred compensation, bonus or other incentive compensation, profit sharing, option, equity purchase, pension, retirement, medical, hospitalization, life or other insurance or other employee benefit plan for the benefit of the officers, directors, and/or employees of Seller;

(iv) subject any of the Real Property or Seller Assets (whether tangible or intangible) to any Encumbrances, except for Permitted Liens;

(v) acquire any properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the Real Property or Seller Assets;

(vi) enter into or agree to any construction agreement or change orders with respect to any construction, engineering or similar agreement or make any changes in the Facility;

(vii) hire or terminate any employee, consultant or independent contractor of Seller; or

(viii) agree or commit to do any of the foregoing.

(b) Except as otherwise permitted or required by this Agreement or as consented to by REG and Buyer, from and after the date of this Agreement and up to and including the Closing Date, Parent and Seller covenant and agree that Seller will:

(i) perform all of Seller’s obligations under the Contracts, including the payment of all payments as and when they are due;

(ii) maintain its assets and properties in existing repair in accordance with past practices; and

(iii) pay and discharge all costs and expenses of carrying on its operations and of maintaining and operating its assets and properties as

they become due and pay and discharge any such costs and expenses which at the date hereof are past due, unless contested in good faith.

(c) Except as otherwise permitted or required by this Agreement, prior to the Closing Date, REG and Buyer covenant that REG and Buyer shall not without the consent of Parent and Seller:

(i) engage in any practice, take any action, or enter into any transaction outside the ordinary course of business consistent with the past practices of REG except as would not reasonably be expected to have a Buyer Material Adverse Effect;

(ii) amend the Organizational Documents of REG; or

(iii) agree or commit to do any of the foregoing.

7.3 Efforts to Consummate. Each party hereto shall use its commercially reasonable efforts to take, or cause to be taken, all lawful and reasonable actions within such party’s control and to do, or cause to be done, all lawful and reasonable things within such party’s control necessary to fulfill the conditions precedent to the obligations of the other party(ies) hereunder and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, Parent, Seller, REG and Buyer shall cooperate to obtain those third party consents and other items set forth on Schedule 4.4 of the Seller Disclosure Schedule (the “Required Consents”).

7.4 Exclusive Dealing. From the date of this Agreement until the earlier of (a) the Closing Date, or (b) the date this Agreement is terminated in accordance with the provisions hereof, neither Parent nor Seller or their respective Representatives will take any action to solicit the making of any Acquisition Proposal or engage in substantive discussions or negotiations with any Person with respect thereto. For purposes of this Agreement, “Acquisition Proposal” means any oral or written offer from a third party for, or any written indication of interest by a third party in, any purchase or issuance of any membership interests in Seller or the purchase of all or any material part of the Seller Assets or Real Property of Seller (other than the sale or other disposition of such Seller Assets or Real Property in the ordinary course of business consistent with past practice of Seller) or any merger or consolidation of Seller.

7.5 Publicity. No party to this Agreement or any Affiliate or Representative thereof shall issue any press release or make any public announcement relating to the terms or existence of this Agreement prior to or following the Closing without the prior approval of the other parties hereto (which approval shall not be unreasonably withheld); provided, however, that any party may make any public disclosure it believes in good faith is required by applicable Legal Requirements or any listing agreement concerning publicly-traded securities, in which case the disclosing party shall use commercially reasonable efforts to advise the other parties prior to making the disclosure.

7.6 Intercompany Accounts and Agreements. As of the Closing, all intercompany accounts between Parent, on the one hand, and Seller, on the other hand, will be cancelled and all intercompany agreements between Parent, on the one hand, and Seller, on the other hand, will be terminated, with no remaining right, obligation or liability of Parent, Seller, REG or Buyer or Affiliates of Parent, Seller, REG or Buyer.

7.7 No Assumption of Liabilities. Neither REG nor Buyer assumes any liabilities of Parent or Seller or with respect to the Assets and Parent and Seller, jointly and severally, shall defend, indemnify and hold REG and Buyer harmless from all liabilities of Parent and Seller and with respect to the Seller Assets, except with respect to the future obligations of Parent or Seller assumed by Buyer under the Assumed Contracts from and after the Closing as provided in the assignment and assumption agreement to be executed by Parent and Buyer at the Closing.

7.8 Environmental Matters.

(a) Seller shall permit REG and Buyer and their environmental consultant to conduct, at the expense of REG and Buyer, such investigations (including investigations known as “Phase I” Environmental Site Assessments and, only if mutually agreed to by Parent, Seller, REG and Buyer, “Phase II” Environmental Site Assessments) of the environmental conditions of the Real Property and the operations on the Real Property (subject to any limitations contained in valid, previously executed leases) as REG and Buyer, in their reasonable discretion, shall deem necessary or prudent (“Buyer’s Environmental Assessment”). Buyer’s Environmental Assessment shall be conducted, at Parent’s expense, by a qualified environmental consulting firm, possessing reasonable levels of insurance, in compliance with applicable Laws and in a manner that minimizes the disruption of the operations of Seller. REG and Buyer shall provide copies of reports and results of all investigations conducted by or on behalf of REG and Buyer to Parent promptly after receipt thereof. Buyer shall be responsible for the repair of any damage (except as a result of any pre-existing contamination) caused by such investigations and shall restore the affected property or reimburse Seller for such damage and the repair and restoration thereof as reasonably determined by Seller.

(b) Parent and Seller shall promptly file or cooperate with REG and Buyer in filing all materials required by Environmental Laws as a result of or in furtherance of the transactions contemplated hereunder, including, but not limited to any notifications or approvals required under environmental property transfer laws, and all requests required or necessary for the transfer or re-issuance of Environmental Permits required to conduct the Business after the Closing Date. REG and Buyer shall cooperate in all reasonable respects with Parent and Seller with respect to such filings and Environmental permit activities.

7.9 Advisor to REG. Subject to the mutual agreement of Parent, REG and Xxxxxxx Xxxxxx (“Xxxxxx”), Xxxxxx shall be made an advisor to REG in the area of government affairs and, in due course, will receive a grant of restricted stock units of REG commensurate with other similarly situated advisors once REG develops and adopts its restricted stock unit plan.

7.10 Engineering Services from Parent. Parent shall provide REG with engineering and technical support after the Closing on an as-needed and as-requested basis at no cost to REG to aid in the completion, upgrade, start-up and operation of the Facility; provided, however that the

obligation to provide services pursuant to this Section shall terminate on the earlier of (a) the date four (4) years after the Closing Date, and (b) the date when the value of the services provided pursuant to this Section, determined using Parent’s lowest commercially reasonable rates in effect when the services are rendered for its most favored non-governmental customer/client, equals Seventy-Five Thousand Dollars ($75,000.00). Such engineering services shall be delivered in a timely, diligent and workmanlike manner and limited to the following: (w) general engineering/ownership transition and knowledge transfer related to the design for the Facility by Parent or its Affiliates, (x) assistance with knowledge transfer related to any design element for the Facility by Parent or its Affiliates that may be upgraded or redesigned, (y) assistance with start-up regarding the elements of the plant design that are based on the design for the Facility by Parent or its Affiliates, and (z) assistance with operational matters related to elements of the Facility designed by Parent or its Affiliates.

ARTICLE VIII

CONDITIONS TO CLOSING

8.1 Conditions to Obligations of REG and Buyer at the Closing. The obligations of REG and Buyer to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent, any one or more of which REG and Buyer may, in their sole discretion, waive or modify in whole or in part:

(a) Except with respect to a Casualty Event as provided in Article XI hereof, the representations and warranties of Parent and Seller contained in Articles IV and V qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Effective Date and on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); provided, however, in the event of any breach of a representation or warranty by Parent or Seller set forth in this Agreement, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together could reasonably be expected to have a Seller Material Adverse Effect or a Material Adverse Effect on the Business proposed to be conducted by Seller upon completion of the Facility.

(b) Parent and Seller shall have performed and complied in all material respects with all of the agreements and covenants required under this Agreement to be performed or complied with by either of them prior to or at the Closing.

(c) Parent and Seller shall have delivered to REG and Buyer a certificate, executed by a duly authorized officer in his or her capacity as such, certifying that the conditions specified in Sections 8.1(a) and 8.1(b) have been satisfied.

(d) There shall not be in force any Order by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby.

(e) REG and Buyer shall have received all of the items to be delivered to REG or Buyer pursuant to this Agreement at or prior to the Closing, including, but not limited to, those items to be delivered to REG or Buyer pursuant to the applicable Section 8.3(a).

(f) No suit, action or other proceeding shall have been instituted or threatened before any court or other Governmental Authority to restrain or prohibit the consummation of the transactions to take place at the Closing or to obtain damages or other relief in connection with this Agreement.

(g) All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to REG’s counsel, and REG shall have received all such counterpart original and certified or other copies of such documents as it may reasonably request. This may include, without limitation, good standing certificates and certification by the Parent’s Secretary regarding Parent and Seller’s Organizational Documents and board of director, manager, stockholder and member resolutions relating to this transaction.

(h) Parent shall have received the written consent and commitment to lend from Bank of the West (“Lender”) or other funding source to the execution, delivery and performance of this Agreement by Parent and Seller on or before August 31, 2010, and Parent shall have promptly notified REG when consent from Lender is received by Parent; provided, however, in the event such consent and commitment is not received by Parent from Lender or other funding source on or before August 31, 2010, REG and Buyer shall have thirty (30) days to exercise their right to terminate this Agreement for failure to meet the conditions set forth in this Section 8.1(h); and further provided that the failure of REG and Buyer to exercise their right to terminate within the applicable time frame in this Section 8.1(h) shall be deemed a waiver of the condition in this Section 8.1(h).

(i) REG and Buyer shall have received Buyer’s Environmental Site Assessment, which shall not indicate any conditions of significant environmental concern as determined by REG and Buyer in their sole and absolute discretion; provided, however, on or before thirty (30) days from the Effective Date REG and Buyer shall have received Buyer’s Phase I Environmental Site Assessment and made a decision whether to perform a Phase II Environmental Site Assessment.

Any waiver by REG and Buyer of any of the foregoing conditions precedent shall not constitute or be deemed to be a waiver by REG and Buyer of any breach or default of this Agreement or any agreement or instrument contemplated hereby by Parent, and REG and Buyer shall be entitled to all of REG’s and Buyer’s rights and remedies against Parent for any breach or default of this Agreement or any agreement or instrument contemplated hereby by Parent

notwithstanding any such waiver by REG and Buyer or the closing of the transactions contemplated by this Agreement.

8.2 Conditions to Obligations of Parent and Seller at the Closing. The obligations of Parent and Seller to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent, any one or more of which Parent may, in its sole discretion, waive or modify in whole or in part:

(a) The representations and warranties of REG and Buyer contained in Article VI qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Effective Date and on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); provided, however, in the event of any breach of a representation or warranty by REG or Buyer set forth in this Agreement, the condition set forth in this Section 8.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together could reasonably be expected to have a Buyer Material Adverse Effect.

(b) REG and Buyer shall have performed and complied in all material respects with all of the agreements and covenants required under this Agreement to be performed or complied with by REG and Buyer prior to or at the Closing.

(c) REG and Buyer shall have delivered to the Parent a certificate, executed by a duly authorized officer in his or her capacity as such, certifying that the conditions specified in Sections 8.2(a) and 8.2(b) have been satisfied.

(e) Parent and Seller shall have received all of the items to be delivered to Parent and Seller pursuant to this Agreement at or prior to the Closing, including, but not limited to, those items to be delivered to the Parent pursuant to the Section 8.3(b).

(f) No suit, action or other proceeding shall have been instituted or threatened before any court or other governmental body by any governmental body or public authority to restrain or prohibit the consummation of the transactions to take place at the Closing or to obtain damages or other relief in connection with this Agreement.

reasonably request. This may include, without limitation, good standing certificates and certification by the REG’s Secretary regarding REG’s Organizational Documents and board of director and stockholder resolutions relating to this transaction.

(h) Parent shall have received from Nyemaster Xxxxx, P.C., counsel for REG and Buyer, an opinion regarding due organization of REG and covering the matters set forth in Sections 6.2, 6.4, 6.7 and 6.11, dated as of the Closing.

(i) Seller and Parent shall have received the written consent and commitment to lend of the Lender or other funding source described in Section 8.1(h).

Any waiver by Parent of any of the foregoing conditions precedent shall not constitute or be deemed to be a waiver by Parent of any breach or default of this Agreement or any agreement or instrument contemplated hereby by REG or Buyer, and Parent shall be entitled to all of Parent’s rights and remedies against REG and Buyer for any breach or default of this Agreement or any agreement or instrument contemplated hereby by REG or Buyer notwithstanding any such waiver by Parent or the closing of the transactions contemplated by this Agreement.

8.3 Items to be Delivered at Closing.

(a) By Parent and Seller to REG and Buyer at Closing. At the Closing, Parent and Seller shall deliver to REG and/or Buyer the following:

(i) Wire transfer of the Parent Investment as set forth in Section 2.5.

(ii) The Confidentiality and Noncompetition Agreement in the form attached hereto as Exhibit B (the “Noncompetition Agreement”) executed by Parent and Seller.

(iii) The Addendum to Stockholder Agreement in the form attached hereto as Exhibit C (the “Addendum to Stockholder Agreement”) executed by Parent.

(iv) The Registration Rights Agreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”) executed by Parent.

(v) Certified copies of the resolutions adopted by the Board of Directors of Parent and the board of managers and requisite members of Seller authorizing transfer of the Purchased Assets pursuant to the terms of this Agreement.

(vi) The certificate by an officer of Parent and Seller pursuant to Section 8.1(c).

(vii) A Xxxx of Sale with respect to the Purchased Assets in the form attached hereto as Exhibit E and other documents and instruments of transfer reasonably requested by Buyer or Buyer’s title company, including, but not limited to, any certifications, gap and lien indemnities and title and survey affidavits, commonly delivered in transactions involving the sale of real property in which title insurance is purchased, as may be requested by the title company in connection with the issuance of title insurance for Buyer or its lenders, together with copies of formation documents, incumbency certificates, certificates of good standing and consents or resolutions as are reasonably requested by said title company.

(viii) An Assignment and Assumption Agreement executed by Parent with respect to the Assumed Contracts in the form attached hereto as Exhibit F (the “Assignment and Assumption Agreement”).

(ix) The Investment Agreement pursuant to Section 5.7.

(x) A binding commitment from a title company of Buyer’s choice, the costs of which will be borne by Seller and Parent (except for special endorsements or enhancements, the cost of which shall be borne by Buyer and REG), to issue a policy of title insurance on such Real Property in an amount to be mutually agreed, which shall show title thereto to be in the condition represented by Parent and Seller herein, shall contain exceptions only for Permitted Liens, and shall show no rights of occupancy or use by third parties and no encroachments.

(xi) An ALTA/ACSM Class A Land Title Survey from a surveyor of Buyer’s choice, with respect to the Real Property, which reflects the location of all improvements and easements and that all improvements are located with the boundaries of the Real Property and that no encroachments exist, the cost of which surveys shall be borne by Seller.

(xii) A duly executed general warranty deed in the form appropriate for New Mexico.

(xiii) Duly executed assignments of the registrations and applications included in the Intellectual Property Assets, in a form reasonably acceptable to REG and Buyer and suitable for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office or equivalent foreign agency, as applicable, and general assignments of all other Intellectual Property Assets, including, without limitation, a Patent Assignment Agreement executed by Ashley and Parent with respect to the ‘470 Patent Application in the form attached hereto as Exhibit G (the “Patent Assignment Agreement”).

(xiv) All instruments and documents necessary to release any and all Encumbrances, other than Permitted Liens, on the Purchased Assets, including appropriate UCC financing statement amendments (termination statements).

(xv) Such other customary documents as may be reasonably requested by Buyer related to the transactions contemplated by this Agreement.

(b) By REG and Buyer to Parent and Seller at the Closing. At the Closing, REG and Buyer, as the case may be, shall deliver to Parent the following:

(i) Certificates representing the shares of REG Common Stock as provided in Section 2.6(a).

(ii) The Addendum to Stockholder Agreement executed by REG.

(iii) The Registration Rights Agreement executed by REG.

(iv) Certified copies of the resolutions adopted by the Board of Directors of REG and board of managers of Buyer authorizing the execution, delivery and performance of this Agreement.

(v) The certificate by an officer of REG and Buyer pursuant to Section 8.2(c).

(vi) The Assignment and Assumption Agreement executed by Buyer.

(vii) The Patent Assignment Agreement executed by REG.

(viii) Such other customary documents as may be reasonably requested by Parent related to the transactions contemplated by this Agreement.

8.4 Further Actions and Assurances.

(a) At the Closing, Parent, Seller, REG and Buyer shall take all other actions and execute and deliver such other documents, certificates and agreements as are necessary or appropriate to fully effectuate the intent and purposes of this Agreement and the agreements and instruments contemplated hereby, including, without limitation, those necessary or appropriate to put Buyer in actual and complete possession and operating control of the Purchased Assets, and all books, records and other data relating to its assets, liabilities, business and operations.

(b) Parent and Seller also shall, from time to time after the Closing, at the request of REG and Buyer and without further consideration, execute and deliver such other instruments of sale, assignment, conveyance and transfer and take all such other action as REG and Buyer may reasonably request to more effectively sell, assign, convey and transfer to and vest in REG, Buyer or REG’s Affiliates or Subsidiaries good and marketable title to and possession of the Purchased Assets in accordance with the terms of this Agreement.

(c) REG and Buyer also shall, from time to time after the Closing, at the request of Parent and without further consideration, execute and deliver such other instruments of sale, assignment, conveyance and transfer and take all such other action as Parent may reasonably request to more effectively issue and sell to and vest in Parent good and marketable title to and possession of the REG Common Stock in accordance with the terms of this Agreement.

ARTICLE IX

SURVIVAL; INDEMNIFICATION

9.1 Survival.

(a) All representations, warranties, covenants and obligations in the Agreement, the Seller Disclosure Schedule, the Buyer Disclosure Schedule, the certificates delivered pursuant to Article VIII and any other certificate delivered pursuant to this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby, subject to Section 9.1(b).

(b) The representations and warranties contained in Articles IV, V and VI (as modified by the Seller Disclosure Schedule and Buyer Disclosure Schedule), the certificates delivered pursuant to Article VIII and any other certificate delivered pursuant to this Agreement shall survive for a period of twelve (12) months from the Closing Date. All other obligations of the parties hereto shall survive indefinitely.

9.2 Indemnification in Favor of REG and Buyer. Subject to the provisions of this Article IX, Parent and Seller, jointly and severally, shall save, defend, indemnify and hold harmless REG, Buyer, and their Representatives, successors and assigns of each of the foregoing (the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, diminution of value, interest, awards, judgments, penalties, costs and expenses (including attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any of the Buyer Indemnified Parties as a result of, arising out of or relating to:

(a) any breach of any representation or warranty made by Parent or Seller in Articles IV or V of this Agreement or in any schedule, certificate or other document

delivered by Parent pursuant hereto or in connection with the transactions contemplated hereby;

(b) any breach of any covenant or agreement by Parent or Seller in this Agreement or any schedule, certificate or other document delivered by Parent or Seller pursuant hereto or in connection with the transactions contemplated hereby; and

9.3 Indemnification by REG and Buyer. Subject to the provisions of this Article IX, REG and Buyer, jointly and severally, shall save, defend, indemnify and hold harmless Parent, Seller and their Representatives, successors and assigns (the “Parent Indemnified Parties”) from and against any and all Losses asserted against, incurred, sustained or suffered by any of the Parent Indemnified Parties as a result of, arising out of or relating to:

(a) any breach of any representation or warranty made by REG or Buyer contained in Article VI of this Agreement or in any schedule, certificate or other document delivered by REG or Buyer pursuant hereto or in connection with the transactions contemplated hereby; and

(b) any breach of any covenant or agreement by REG or Buyer contained in this Agreement or in any schedule, certificate or other document delivered pursuant hereto or in connection with the transactions contemplated hereby.

9.4 Third Party Claims.

(a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver written notice thereof to the applicable Indemnifying Party; provided, however, that no delay or failure on the part of an Indemnified Party in notifying the Indemnifying Party, shall relieve an Indemnifying Party from its obligations hereunder unless the Indemnifying Party is thereby materially prejudiced (and then solely to the extent of such prejudice).

(b) If the Indemnifying Party acknowledges, in writing, its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. The Indemnifying Party shall, at the Indemnifying

Party’s expense, cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder.

(c) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party.

(d) Each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

9.5 Limits on Indemnification. Notwithstanding any provision of this Agreement to the contrary:

(a) Parent and Seller shall have no liability under Section 9.2 hereof:

(i)

unless the aggregate amount of Losses incurred by the Indemnified Party exceed $50,000, and, in such event, Parent and Seller shall be required to pay the entire amount of all such Losses subject to Section 9.5(a)(ii) below; or

(ii)

in excess of $1,000,000;

provided, however, that the limitations set forth in the foregoing clauses (i) and (ii) shall not apply the case of indemnifiable Losses arising out of a breach of any of the representations and warranties in Sections 4.1(b) or 5.2 hereof.

(b) REG and Buyer shall have no liability under Section 9.3 hereof:

(i)

unless the aggregate amount of Losses incurred by the Indemnified Party exceed $80,000, and, in such event, REG and Buyer shall be

required to pay the entire amount of all such Losses subject to Section 9.5(b)(ii) below; or

(ii)

(A) in excess of $8,000,000 with respect to claims asserted by Seller or Parent from the Closing Date through the date that is 120 days following the Closing Date; (B) in excess of $6,000,000 with respect to claims asserted by Seller or Parent from 121 days following the Closing Date through the date that is 240 days following the Closing Date; or (C) in excess of $4,000,000 with respect to claims asserted by Seller or Parent after 240 days following the Closing Date;

(c) The Indemnified Party may not make a claim for indemnification under Section 9.2(a) or Section 9.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1 with respect to such representation or warranty unless notice of such claim was provided to the Indemnifying Party prior to expiration of the applicable survival period.

(d) Each Indemnifying Party acknowledges and agrees that for purposes hereof, Losses shall be calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto.

(e) THE SOLE AND EXCLUSIVE LIABILITY AND RESPONSIBILITY OF EACH INDEMNIFYING PARTY TO ANY INDEMNIFIED PARTY UNDER THIS AGREEMENT, AND THE SOLE AND EXCLUSIVE REMEDY OF ANY INDEMNIFIED PARTY AGAINST ANY INDEMNIFYING PARTY UNDER THIS AGREEMENT SHALL BE AS SET FORTH IN THIS ARTICLE IX. TO THE EXTENT THAT ANY INDEMNIFIED PARTY HAS ANY LOSSES FOR WHICH IT MAY ASSERT ANY OTHER RIGHT TO INDEMNIFICATION, CONTRIBUTION OR RECOVERY FROM ANY INDEMNIFYING PARTY (WHETHER UNDER THIS AGREEMENT OR UNDER ANY COMMON LAW THEORY OR ANY LEGAL REQUIREMENT), SUCH INDEMNIFYING PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO ASSERT SUCH RIGHT, AND SUCH PARTY AGREES TO CAUSE EACH OF ITS RESPECTIVE INDEMNIFIED PARTIES TO WAIVE, RELEASE AND AGREE NOT TO ASSERT SUCH RIGHT, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, WHETHER CONTRACT, EQUITY, TORT, WARRANTY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

(f) NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, NO INDEMNIFYING PARTY SHALL, IN ANY EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; PROVIDED THAT THIRD PARTY CLAIMS THAT INCLUDE ANY OF THE FOREGOING TYPES OF DAMAGES SHALL NOT BE LIMITED BY THIS SECTION 9.5(f) AND SUCH DAMAGES SHALL BE DEEMED “LOSSES” FOR ALL PURPOSES OF THIS ARTICLE IX.

(g) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE, DOCTRINE RELATING TO INDEMNIFICATION FOR STRICT LIABILITY OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

9.6 Investigation, Disclosure or Knowledge. Notwithstanding any provision contained herein to the contrary, no Indemnified Party shall be entitled to indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty or covenant contained herein if such Indemnified Party had Knowledge of such breach on the date hereof.

9.7 Exclusive Remedy. The indemnification provisions set forth in this Article IX shall be the exclusive remedy of REG and Buyer with respect to breaches of representations, warranties and covenants of Parent or Seller pursuant to this Agreement and shall be the exclusive remedy of Parent and Seller with respect to breaches of representations, warranties and covenants of REG or Buyer pursuant to this Agreement; provided, however, that nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance or injunctive relief.

9.8 Tax Treatment of Indemnity Payments. The parties hereto and each Indemnified Party and Indemnifying Party agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes unless a contrary treatment is required under applicable Law.

ARTICLE X

TERMINATION; EFFECT OF TERMINATION

10.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Parent, Seller, REG and Buyer;

(b) by REG or Buyer by giving written notice to Parent and Seller at any time after October 31, 2010 (the “Outside Date”) if the Closing shall not have occurred on or before the Outside Date by reason of the failure of any condition precedent

under Section 8.1 hereof or if any such condition becomes impossible to fulfill (in each case, unless the failure or impossibility results primarily from REG or Buyer breaching any representation, warranty, covenant or agreement contained in this Agreement); or

(c) by Parent or Seller by giving written notice to REG and Buyer at any time after the Outside Date if the Closing shall not have occurred on or before the Outside Date by reason of the failure of any condition precedent under Section 8.2 hereof or if any such condition becomes impossible to fulfill (in each case, unless the failure or impossibility results primarily from Parent or Seller breaching any representation, warranty, covenant or agreement contained in this Agreement).

10.2 Effect of Termination. Termination of this Agreement pursuant to Section 10.1 shall terminate all obligations of the parties hereunder, without liability of any party to any other party (except for the liability of any party then in breach), except for the obligations under Section 7.7, Article IX, this Section 10.2 and Sections 12.1, 12.7, 12.9 and 12.10.

ARTICLE XI

RISK OF LOSS

11.1 Pre-Closing Risk of Loss. The risk of loss, damage or destruction to the Purchased Assets from fire or other casualty or cause (each, a “Casualty Event”), shall be borne by Seller at all times up to the Closing. It shall be the responsibility of Seller prior to the Closing to use reasonable commercial efforts to repair or cause to be repaired and to restore the affected property to its condition prior to any such loss, damage or destruction subject to Sections 11.3 and 11.4 of this Agreement. For the purposes of this Agreement, “Major Casualty” means the loss, damage or destruction to the Purchased Assets from a Casualty Event such that the Purchased Assets cannot be repaired or restored to their condition prior to any such loss, damage or destruction within sixty (60) days of the Casualty Event.

11.2 Use of Insurance Proceeds. In the event of loss, damage or destruction due to a Casualty Event, the proceeds of any claim for any loss payable under any insurance policy with respect thereto shall be used to repair, replace or restore any such property to its former condition subject to Sections 11.3 and 11.4 of this Agreement.

11.3 Casualty Event Not a Major Casualty. In the event of loss, damage or destruction from a Casualty Event that does not constitute a Major Casualty and any Purchased Asset suffering loss, damage or destruction is not repaired, replaced, or restored prior to the Closing, REG and Buyer, at their sole option, and as their sole remedy with respect to any of the foregoing, upon written notice to Parent and Seller: (a) may elect to postpone Closing until such time as the Purchased Asset has been repaired, replaced, or restored, or (b) may elect to consummate the Closing and accept the Purchased Asset in its then condition, in which event Seller shall assign to Buyer all proceeds of insurance theretofore, or to be, received, covering the Purchased Asset involved; and if REG and Buyer shall extend the time for Closing pursuant to clause (a) above, and the repairs, replacements, or restorations are not completed within sixty (60) days after the date on which all of the conditions set forth in Article VIII have been satisfied

or waived (other than conditions which by their nature are to be satisfied at Closing), REG and Buyer may elect at that time to (x) consummate the Closing and accept the Purchased Asset in its then condition, in which event Seller shall assign to Buyer all proceeds of insurance theretofore, or to be, received, covering the Purchased Asset involved, or (y) terminate this Agreement by giving written notice thereof to Parent and Seller, without any party having any liability or obligation under or in respect of this Agreement except for the liability of any party then in breach.

11.4 Major Casualty; Fair Market Value Determination.

(a) Major Casualty. In the event of a Major Casualty, REG and Buyer may, at their sole option and upon written notice to Parent and Seller within thirty (30) days of the Casualty Event, terminate this Agreement without any party having any liability or obligation under or in respect of this Agreement except for the liability of any party then in breach. If REG and Buyer fail to exercise their option to terminate in the event of a Major Casualty and if the conditions to Closing set forth in Article VIII hereof have been satisfied or waived (other than conditions which by their nature are to be satisfied at Closing), the parties shall be obligated to close pursuant to the terms of this Agreement, including, but not limited to, payment of the Parent Investment to REG, delivery of the Purchased Assets in their damaged condition to Buyer and delivery of the Purchase Price to Parent, and the insurance proceeds for any loss payable under any insurance policy with respect to the Casualty Event shall be divided between REG and Buyer on the one hand and Parent and Seller on the other as follows: (i) REG and Buyer shall receive the insurance proceeds in an amount equal to the Fair Market Value of the damaged Purchased Assets, but in no event more than $5,000,000, and (ii) Seller and Parent shall receive all remaining insurance proceeds, if any, that exceed the Fair Market Value of the Purchased Assets. The determination of Fair Market Value and payment of insurance proceeds may be settled after Closing.

(b) Fair Market Value Determination. For the purposes of this Section 11.4, the “Fair Market Value” of the Purchased Assets shall be the fair market value of the Purchased Assets as of the date immediately prior to the Casualty Event constituting a Major Casualty as determined by a qualified independent appraiser mutually agreed upon by the parties promptly upon the occurrence of the Major Casualty, and whose costs shall be shared equally by REG and Parent.

(c) Disagreement on FMV Determination. If either REG or Parent (the “Disagreeing Party”) disagrees with the Fair Market Value determination made pursuant to Section 11.4(b), the Disagreeing Party shall give the other parties to this Agreement written notice of such disagreement (“Appraisal Notice”) within ten (10) days of receipt of written notice of the Fair Market Value determination. Within ten (10) days of the Appraisal Notice, the Disagreeing Party shall engage a qualified independent appraiser, at the Disagreeing Party’s sole expense, to promptly appraise the fair market value of the Purchased Assets as of the date immediately prior to the Casualty Event constituting a Major Casualty. The average of the two appraised values made pursuant to this Section shall be the fair market value of the Purchased Assets for the purposes of the determination of Fair Market Value; provided, however, in the event one of the two appraised values as so determined is ten percent (10%) or more greater than the other such appraised value, (i) the two previously selected appraisers shall select a third

qualified independent appraiser within ten (10) days after the determination of the disparity of ten percent (10%) or more in the appraised values; (ii) the third appraiser so selected shall promptly after the deadline for the selection of the third appraiser, make a determination of the fair market value of the Purchased Assets as of the date immediately prior to the Casualty Event constituting a Major Casualty; and (iii) the average of the two closest appraisals from among the three appraisals shall be the fair market value of the Purchase Assets for purposes of the determination of Fair Market Value. If a third appraiser is selected, REG and Parent shall share equally the fees and expenses of the third appraiser.

ARTICLE XII

MISCELLANEOUS

12.1 Notices.

(a) All notices, demands, requests, and other communications desired or required to be given hereunder (“Notices”), shall be in writing and shall be given by: (i) hand-delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices.

(b) All Notices shall be deemed given and effective upon the earlier to occur of: (i) the hand-delivery of such Notice to the address for Notices; (ii) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (iii) three business days after depositing the Notice in the United States mail as set forth in (a) above. All Notices shall be addressed to the following addresses:


(i)	If to REG or Buyer,
	to:	Renewable Energy Group, Inc.
		Attention: Xxxxxxx Xxxxxxxx, Chairman
		000 X. Xxxx Xxxxxx
		XX Xxx 000
		Xxxx, XX 00000
	with a copy to:	Xxxxxx Polking Xxxxxx Xxxxxxxxxxx &
		Xxxxxxxx, P.C.
		Attention: Xxxx Xxxxxx, Esq.
		000 X. Xxxxxxxxxx Xxxxxx, Xxxxx 000
		Xxxxxxxxx, Xxxx 00000
(ii)	If to Parent or Seller,
	to:	ARES Corporation
		Attention: Xxxxxxx Xxxxxx, Chief Executive Officer
		0000 Xxxxxx Xxx., Xxxxx 000
		Xxxxxxxxxx, XX 00000


		with a copy to:		Xxxx XxXxxxxxx Xxxxxxxxx Xxxxxxxx &
				Horn Professional Law Corporation
				Attention: Xxxxxx X. Xxxxxx, Esq.
				000 Xxxx Xxxx
				Xxxxxxxxxx, XX 00000

or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice; provided, however, that the “copy to” Notice to be given as set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a Notice constitute a failure to give Notice to the principal party.

12.2 No Waiver; Modifications in Writing. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. No amendment, modification, supplement, termination or waiver of or to any provision of this Agreement, or consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by or on behalf of the party to be charged with the enforcement thereof. Any amendment, modification or supplement of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

12.3 Binding Effect on Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that none of the parties to this Agreement may assign their rights or obligations hereunder without the prior written consent of the other parties.

12.4 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, the other Buyer Indemnified Parties, the other Parent Indemnified Parties, and their respective successors and permitted assigns any rights, remedies, liabilities or obligations under or by reason of this Agreement.

12.5 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and in making proof hereof, it shall not be necessary to produce or account for more than one such counterpart. Any signature page delivered pursuant to this Agreement or any agreement contemplated hereby via facsimile shall be binding to the same extent as an original signature. Any party who delivers such a signature page agrees to later deliver an original counterpart to any party who requests it.

12.6 Severability. In the event any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement shall not be

affected thereby and shall continue to be valid and enforceable. In the event any provision of this Agreement is held to be unenforceable as written, but enforceable if modified, then such provision shall be deemed to be amended to such extent as shall be necessary for such provision to be enforceable and it shall be enforced to that extent.

12.7 Expenses. Except as otherwise expressly provided in this Agreement, each of the parties hereto shall bear its own expenses in connection with the negotiation, execution and performance of this Agreement and the agreements and the transactions contemplated hereby.

12.8 Entire Agreement. This Agreement, all exhibits and schedules hereto, the Nondisclosure Agreement dated May 17, 2010 between REG and Parent and the certificates and other documents delivered pursuant hereto constitute the entire agreement between the parties hereto pertaining to the subject matters hereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof. All exhibits and schedules are incorporated into this Agreement as if set forth in their entirety and constitute a part hereof.

12.9 GOVERNING LAW; Choice of Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of, and each party hereby irrevocably agrees that all claims with respect to any action or proceeding arising out of or relating to this Agreement shall be heard and determined only in, any United States Federal or Delaware state court sitting in the State of Delaware. Each of the parties irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the bringing of such action or proceeding in such respective jurisdictions. Each of the parties irrevocably consents to the service of any and all process in any such action or proceeding by the delivery of copies of such process to each party, at its address specified for notices to be given hereunder, or by certified mail direct to such address.

12.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY UNCONDITIONALLY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO AND IN ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, DEMAND OR OTHER MATTER WHATSOEVER ARISING OUT OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED BY THIS AGREEMENT.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.


REG:	PARENT:
RENEWABLE ENERGY GROUP, INC.	ARES CORPORATION

By /s/ Xxxxxx Xx	By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxx Xx	Name: Xxxxxxx X. Xxxxxx
Title: President	Title: Pres. & CEO

BUYER:	SELLER:
REG CLOVIS, LLC	CLOVIS BIODIESEL, LLC

By /s/ Xxxxxx Xx	By:	ARES Energy Development, LLC
Name: Xxxxxx Xx		a Delaware limited liability company
Title: President		Manager of Clovis Biodiesel, LLC

		By: ARES Corporation
		a California corporation
		Manager of ARES Energy Development, LLC

		By: /s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: President

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

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AGREEMENT FOR PURCHASE AND SALE OF ASSETS AND COMMON STOCK By and Among ARES CORPORATION, CLOVIS BIODIESEL, LLC, REG CLOVIS, LLC AND RENEWABLE ENERGY GROUP, INC., Dated as of August 24, 2010

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