0001193125-09-239581 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 23rd, 2009 • REG Newco, Inc. • Industrial organic chemicals • Delaware

This Indemnification Agreement (the “Agreement”), is dated as of _____________________, 2009 between REG Newco, Inc., a Delaware corporation (the “Corporation”), and _____________ (“Indemnitee”).

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REG NEWCO, INC. STOCKHOLDER AGREEMENT
Stockholder Agreement • November 23rd, 2009 • REG Newco, Inc. • Industrial organic chemicals • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of , 2009, by and among: (i) REG Newco, Inc., a Delaware corporation (the “Company”), (ii) certain of the holders of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”), as listed on Exhibit A hereto (collectively referred to herein as the “Series A Stockholders” and each individually as a “Series A Stockholder”), and (iii) certain of the holders of the Company’s Common Stock (“Common Stock”), as listed on Exhibit A hereto (collectively referred to herein as the “Common Stockholders” and each individually as a “Common Stockholder”). The Series A Stockholders and the Common Stockholders are sometimes collectively referred to herein as the “Stockholders” and each individually as a “Stockholder.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2009 • REG Newco, Inc. • Industrial organic chemicals • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2009, by and among REG Newco, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Biofuels Company of America, LLC, an Illinois limited liability company (“BCA”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2009 • REG Newco, Inc. • Industrial organic chemicals • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2009, by and among REG Newco, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the holders of the Company’s Series A Convertible Preferred Stock as listed on Exhibit A hereto (the “Series A Stockholders”), and the holders of the Company’s Common Stock as listed on Exhibit A hereto (the “Common Stockholders”). The Series A Stockholders and Common Stockholders are collectively referred to herein as the “Stockholders.”

RULE 145 AFFILIATE LETTER
REG Newco, Inc. • November 23rd, 2009 • Industrial organic chemicals
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