Exhibit 4.3.1


 


THIS WARRANT, AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE
OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS
WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF
SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO
THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON
THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR
ANY OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS
SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES
IS FURTHER RESTRICTED AS PROVIDED IN THE STOCKHOLDER AGREEMENT DATED AUGUST 1,
2006 (THE “STOCKHOLDER AGREEMENT”), A COPY OF WHICH IS AVAILABLE AT THE
COMPANY’S OFFICES.


 


	
  Certificate No. W -      

  	
   

  	
  Date of Issuance:                                 

  



 


STOCK PURCHASE WARRANT


 


To Purchase Shares of


Common Stock of


RENEWABLE ENERGY GROUP,
INC.


 


THIS CERTIFIES THAT, for value received, the receipt
and sufficiency of which is hereby acknowledged:


 


Subject to the conditions set forth herein,                                     ,
together with any its registered assigns or any transferee of all or any portion
of its rights hereunder and the holder of any shares of Common Stock issued
hereunder (the “Holder” or “Holders”), is entitled to subscribe
for and purchase from Renewable Energy Group, Inc., a Delaware corporation (the
“Company”), at any time or from time to time after the date hereof and
continuing during the Exercise Period (as defined hereinafter),                    fully
paid and nonassessable shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), at an exercise price of $9.50 per share
(the “Exercise Price”), subject to adjustment from time to time pursuant
to the provisions of this Warrant (the “Warrant Shares”). This Warrant is
subject to the following provisions, terms and conditions:


 


1.             Definitions.
For the purpose of the Warrants, the following terms, whether or not
capitalized or underlined in the text of this Warrant, shall have the following
meanings:


 


“Capital Stock” shall mean any and all shares,
interests, participations, or other equivalents (however designated) of capital
stock of the Company, including, without limitation, shares of Common Stock or
Preferred Stock.


 


 

















 


“Common Stock” shall mean the common stock, par
value $0.0001 per share, of the Company.


 


“Company” shall have the meaning specified in
the introduction to this Warrant, and shall include any corporation or business
entity resulting from the merger, consolidation, or conversion of the Company.


 


“Exercise Agreement” shall have the meaning
specified in paragraph 2(a) hereof.


 


“Exercise Period” shall have the meaning
specified in paragraph 2(c) hereof.


 


“Exercise Price” shall have the meaning
specified in the introduction to this Warrant.


 


“Expiration Date” means the eighth anniversary
of the Date of Issuance.


 


“Preferred Stock” shall mean any shares of
preferred stock issued by the Company on or after the Date of Issuance, whether
or not convertible into or exchangeable for Common Stock.


 


“Series A Certificate” means the Certificate of
Designation of Series and Determination of Rights and Preferences of Series A
Convertible Preferred Stock of the Company as the terms thereof may be amended
from time to time.


 


 “Trading
Days” shall mean any days during the course of which the principal
securities exchange on which the Common Stock is listed or admitted to trading
is open for the exchange of securities.


 


“Warrant(s)” shall mean this Warrant of even
date herewith, including all amendments to any such Warrants and all warrants
issued in exchange, transfer or replacement therefor.


 


2.             Exercise
of Warrant. While this Warrant remains outstanding and exercisable in
accordance with subparagraph 2(c) below, the Holder may exercise, in whole or
in part, the purchase rights evidenced hereby. Such exercise shall be effected
by:


 


(a)           Cash
Exercise. The rights represented by this Warrant may be exercised in a cash
exercise by (i) the surrender of the Warrant, together with a completed
Exercise Agreement in the form attached hereto (“Exercise Agreement”)
indicating a cash exercise, to the Secretary of the Company at its principal
offices, (ii) the payment to the Company of an amount equal to the aggregate
Exercise Price, for the number of Warrant Shares being purchased, in cash (in
the form of immediately available funds in U.S. Dollars); and (iii) full
compliance with the other applicable provisions of this Warrant.


 


(b)           Net
Exercise. Notwithstanding anything contained in subparagraph 2(a) above,
the holder of the Warrant may also elect to exercise this Warrant on a “net
exercise” basis by (i) the surrender of the Warrant, together with a completed
Exercise Agreement indicating a net exercise, to the Secretary of the Company
at its principal offices and (ii) full compliance with the other applicable
provisions of this Warrant. Upon a “net exercise” of the Warrant, the Company
shall issue to the Holder a number of shares of Common Stock computed using the
following formula:


 


2

















 


	
   

  	
  X = 

  	
  (Y) (A-B)

  	
   

  
	
   

  	
   

  	
         A

  



 


	
  Where:

  	
  X =

  	
  the number of shares of
  Common Stock to be issued to the Holder.

  
	
   

  	
   

  	
   

  
	
   

  	
  Y =

  	
  the total number of shares
  of Common Stock issuable upon exercise of this Warrant, or, if only a portion
  is being exercised, the portion of the Warrant being exercised (expressed as
  a fraction).

  
	
   

  	
   

  	
   

  
	
   

  	
  A =

  	
  the Fair Market Value Price
  of one share of Common Stock.

  
	
   

  	
   

  	
   

  
	
   

  	
  B =

  	
  Exercise Price.

  



 


For purposes of
this Warrant, the “Fair Market Value Price” of a share of Common Stock
shall mean the average of the closing sales prices, if available, and, if not
then available, the average of the bid and asked prices for the Common Stock,
as applicable, on the principal market therefor for the five (5) Trading Days
preceding the day which is two (2) business days prior to the day of exercise,
or if no such price is available, then the fair market value shall be
determined in good faith by a majority of the Board of Directors of the Company
(excluding any director nominated by or otherwise affiliated with the Holder or
an affiliate of the Holder), and in making such determination it shall not give
consideration to any discount related to shares representing minority interest
or related to any illiquidity or lack of marketability of shares arising from
restrictions on transfer under federal or state securities laws.. If the Holder
of the Warrant to be exercised disagrees with such determination of Fair Market
Value Price, such Holder shall provide written notice to the Company thereof (a
“Value Dispute”) and the Fair Market Value Price of a share of Common
Stock as of the day of exercise shall be determined by the following procedures.
Each of the Company, on the one hand, and the Holder submitting the Value
Dispute, on the other hand, shall appoint an independent appraiser, each of
whom shall independently determine the Fair Market Value Price per share of
Common Stock (the “Appraised Values”). If the higher of the Appraised
Values is not more than 25% higher than the lower of the Appraised Values, then
the Fair Market Value Price per share will be the average of the two Appraised
Values. If the higher of the Appraised Values is more than 25% higher than the
lower of the Appraised Values, then the parties shall appoint a third
independent appraiser who shall, within thirty (30) days following receipt of
the Appraised Values, select one of the two Appraised Values as the Fair Market
Value Price per share which is closest to the Fair Market Value Price per share
determined by such third independent appraiser (the “Third Appraiser’s
Determination”). The Third Appraiser’s Determination shall be binding on
and non-appealable by the Company and the Holder of the Warrant to be exercised.
In the event of a Third Party Determination, if the aggregate amount by which
the Fair Market Value Price of the Warrant Shares being exercised exceeds the
aggregate exercise price is less than $5,000,000, the cost of all independent
appraisers shall be paid by the Holder, and if the amount of such excess is
$5,000,000 or more, each of the Company and the Holder shall pay the costs of
the independent appraisal approved by it and the cost of the third independent
appraiser shall be 


 


3

















 


split equally by
the Company and the Holder. In calculating the aggregate value of the Warrant
for purposes of the foregoing agreement regarding allocation of appraisal
expenses, there shall be added to the aggregate value determined as described
above, the aggregate value determined in connection with the same procedure
under any Warrant held by an affiliate of the Holder and exercised as of the same
date. Notwithstanding the foregoing, in the event the Warrant is exercised in
connection with the Company’s initial public offering of Common Stock, the fair
market value per share shall be the per share offering price to the public of
the Common Stock in the Company’s initial public offering.


 


(c)           Exercise
Period. This Warrant is exercisable at any time or from time to time during
the period from the date hereof until the earlier of (i) the Expiration Date,
and (ii) the closing of the sale and issuance of shares of Common Stock of the
Company in a firmly written underwritten public offering, pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
the Expiration Date (the “Exercise Period”).


 


(d)           Issuance
of Certificates. Certificates for the Warrant Shares, representing the
aggregate number of shares specified in said Exercise Agreement, shall be
delivered to the Holder within a reasonable time, not exceeding five (5)
business days, after the rights represented by this Warrant shall have been so
exercised. The stock certificate or certificates so delivered shall be in such
denominations as may be requested by the holder hereof and shall be registered
in the name of said Holder or such other name as shall be designated by said
Holder (subject to the transfer restrictions applicable to this Warrant and to
shares purchased upon exercise of this Warrant). If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of said stock certificates(s),
deliver to said holder a new Warrant representing the right to purchase the
number of shares of Common Stock with respect to which this Warrant shall not
then have been exercised. The Company shall pay all expenses and charges
payable in connection with the preparation, execution and delivery of stock
certificates (and any new Warrants) pursuant to this paragraph 2 except that,
in case such stock certificates shall be registered in a name or names other
than the Holder of this Warrant or such Holder’s nominee, funds sufficient to
pay all stock transfer taxes which shall be payable in connection with the
execution and delivery of such stock certificates shall be paid by the Holder
to the Company at the time of delivery of such stock certificates by the
Company as mentioned above.


 


(e)           No
Fractional Shares. This Warrant shall be exercisable only for a whole
number of Warrant Shares. No fractions of shares of Common Stock, or scrip for
any such fractions of shares, shall be issued upon the exercise of this Warrant.
The Company shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the Fair Market Value Price of one share of Common Stock
at the time of such exercise multiplied by such fraction computed to the
nearest whole cent.


 


3.             Shares
to be Fully Paid; Reservations of Shares. The Company covenants and agrees
that all Warrant Shares will be duly authorized and validly issued and upon
issuance in accordance with the terms and conditions hereof, will be fully paid
and nonassessable and free from all taxes, liens and charges with respect to
the issue thereof. Without limiting the generality of the foregoing, the
Company covenants and agrees that it will from time to time take all such
action as may be required to assure that the par value per Warrant Share is at
all times equal to or less than the Exercise Price then in effect. The Company
further covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the 


 


4

















 


Company shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the exercise of the rights represented by this Warrant and
any other Warrants, such number of its shares of Common Stock as shall from
time to time be sufficient to effect the exercise of all then outstanding
Warrants; and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise of all then
outstanding Warrants, in addition to such other remedies as shall be available
to the Holder, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to the Certificate of
Incorporation.


 


4.             Anti-Dilution
Provisions. The number, rights and privileges of the shares of Common Stock
issuable upon exercise of this Warrant shall be subject to the following
adjustments:


 


(a)           Below
Market Transactions.


 


(i)            If
the Company shall issue, after the Date of Issuance, any Additional Stock (as
defined below) without consideration or for a consideration per share less than
the Exercise Price in effect immediately prior to the issuance of such
Additional Stock, the Exercise Price in effect immediately prior to each such
issuance shall forthwith (except as otherwise provided in this subparagraph
4(a)(i)) be adjusted to a price determined by multiplying such Exercise Price
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issuance (including shares of
Common Stock deemed to be issued pursuant to subparagraph 4(a)(v)(A) or (B)
below) plus the number of shares of Common Stock that the aggregate
consideration received by the Company for such issuance would purchase at such
Exercise Price; and the denominator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issuance (including shares of
Common Stock deemed to be issued pursuant to subparagraph 4(a)(v)(A) or (B)
below) plus the number of shares of such Additional Stock; provided, however,
for purposes of such calculation (1) it shall not include any additional shares
of Common Stock issuable with respect to shares of Preferred Stock, convertible
securities, or currently exercisable options, warrants or other rights for the
purchase of shares of stock or convertible securities, solely as a result of
the adjustment of such Exercise Price resulting from the issuance of Additional
Stock causing such adjustment and (2) the grant, issue or sale of Additional
Stock consisting of the same class of security, and warrants to purchase such
security and notes convertible into such security, issued or issuable at the
same price at two or more closings within a six month period shall be
aggregated and shall be treated as one sale of Additional Stock occurring on
the earliest date on which such securities were granted, issued or sold.


 


(ii)           No
adjustment of the Exercise Price shall be made in an amount less than one cent
per share, provided that any adjustments that are not required to be made by
reason of this sentence shall be carried forward and shall be either taken into
account in any subsequent adjustment made prior to three (3) years from the
date of the event giving rise to the adjustment being carried forward, or shall
be made at the end of three (3) years from the date of the event giving rise to
the adjustment being carried forward. Except to the limited extent 


 


5

















 


provided for in subparagraphs 4(a)(v)(C) and (D)
below, no adjustment of such Exercise Price pursuant to this subparagraph 4(a)
shall have the effect of increasing the Exercise Price above the Exercise Price
in effect immediately prior to such adjustment.


 


(iii)          In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions or other
expenses allowed, paid or incurred by the Company for any underwriting or
otherwise in connection with the issuance and sale thereof.


 


(iv)          In
the case of the issuance of the Common Stock for a consideration in whole or in
part other than cash, the consideration other than cash shall be deemed to be
the fair value thereof as determined in good faith by the Board of Directors
irrespective of any accounting treatment, taking into consideration the
relevant terms of any underlying transaction documents.


 


(v)           In
the case of the issuance (whether before, on or after the applicable Date of
Issuance) of options to purchase or rights to subscribe for Common Stock,
securities by their terms convertible into or exchangeable for Common Stock or
options to purchase or rights to subscribe for such convertible or exchangeable
securities, the following provisions shall apply for all purposes of
subparagraphs 4(a)(i) and 4(a)(ii) hereof:


 


(A)          The
aggregate maximum number of shares of Common Stock deliverable upon exercise
(assuming the satisfaction of any conditions to exercisability, including
without limitation, the passage of time, but without taking into account
potential antidilution adjustments) of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the
consideration (determined in the manner provided in subparagraphs 4(a)(iii) and
4(a)(iv)), if any, received by the Company upon the issuance of such options or
rights plus the minimum exercise price provided in such options or rights
(without taking into account potential antidilution adjustments) for the Common
Stock covered thereby.


 


(B)           The
aggregate maximum number of shares of Common Stock deliverable upon conversion
of, or in exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability, including, without limitation, the passage
of time, but without taking into account potential antidilution adjustments)
for, any such convertible or exchangeable securities or upon the exercise of
options to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to
have been issued at the time such securities were issued or such options or
rights were issued and for a consideration equal to the consideration, if any,
received by the Company for any such securities and related options or rights
(excluding any cash received on account of accrued interest or accrued
dividends), plus the minimum additional consideration, if any, to be received
by the Company (without taking into account potential antidilution adjustments)
upon the conversion or exchange of such securities or the exercise of any
related options or rights (the consideration in each case to be determined in
the manner provided in subparagraphs 4(a)(iii) and 4(a)(iv)).


 


6

















 


(C)           In
the event of any change in the number of shares of Common Stock deliverable or
in the consideration payable to the Company upon exercise of such options or
rights or upon conversion of or in exchange for such convertible or
exchangeable securities, including, but not limited to, a change resulting from
the antidilution provisions thereof, the Exercise Price of the Warrant Shares
to the extent in any way affected by or computed using such options, rights or
securities, shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock or any payment
of such consideration upon the exercise of any such options or rights or the
conversion or exchange of such securities.


 


(D)          Upon
the expiration of any such options or rights, the termination of any such rights
to convert or exchange or the expiration of any options or rights related to
such convertible or exchangeable securities, the Exercise Price of the Warrant
Shares, to the extent in any way affected by or computed using such options,
rights or securities or options or rights related to such securities shall be
recomputed to reflect the issuance of only the number of shares of Common Stock
(and convertible or exchangeable securities that remain in effect) actually
issuable upon the exercise of such options or rights, upon the conversion or
exchange of such securities or upon the exercise of the options or rights
related to such securities.


 


(E)           The
number of shares of Common Stock deemed issued and the consideration deemed
paid therefor pursuant to subparagraphs 4(a)(v)(A) and (B) shall be
appropriately adjusted to reflect any change, termination or expiration of the
type described in either subparagraph 4(a)(v)(C) or (D).


 


(vi)          “Additional
Stock” shall mean any shares of Capital Stock issued (or deemed to have
been issued pursuant to subparagraph 4(a)(v)) by the Company after the Purchase
Date other than:


 


(A)                              Common
Stock issued pursuant to a split, subdivision, dividend, distribution,
recapitalization or other similar event by the Company for which adjustment to
the Exercise Price is otherwise made pursuant to this paragraph 4;


 


(B)                                Shares
of Common Stock issuable or issued to employees, consultants, directors,
officers, advisors or vendors (if in transactions with primarily non-financing
purposes) of the Company, directly or pursuant to a stock option plan, stock
purchase or restricted stock plan, or other arrangement or agreement approved
by the Board of Directors of the Company, to the extent such issuance would not
cause an adjustment of the Conversion Price of the Series A Preferred Stock
pursuant to the Series A Certificate;


 


(C)                                Shares
of Common Stock issued, issuable or deemed to have been issued by the Company
upon conversion of Preferred Stock;


 


(D)                               Shares
of Common Stock issued or issuable (I) in a public offering before or in
connection with which all outstanding shares of Preferred Stock will be
converted to Common Stock or (II) upon exercise of warrants or rights granted
to underwriters in connection with such a public offering;


 


7

















 


(E)           Shares
of Common Stock issued, issuable or deemed to have been issued in connection
with the acquisition by the Company of the stock or assets of another
corporation, partnership or other entity, provided that such issuances would
not cause adjustment of the Conversion Price of the Series A Preferred Stock
pursuant to the Series A Certificate;


 


(F)           Shares
of Common Stock issued, issuable or deemed to have been issued to a vendor,
lender or equipment lessor or in connection with strategic or licensing
transactions, joint ventures or similar transactions, provided that such
issuances are first approved by a majority of the Series A Directors nominated
by the holders of Series A Preferred Stock pursuant to Section 2(a) of the
Stockholder Agreement;


 


(G)           Shares
of Common Stock issued or issuable upon the exercise of warrants outstanding as
of July 31, 2006 or warrants the Company is committed to issue as of July 31,
2006;


 


(H)          Any
other issuance which does not (as a result of a waiver or otherwise) result in
an adjustment of the Conversion Price of the Series A Preferred Stock pursuant
to the Series A Certificate; and


 


(I)            Any
issuance after all of the outstanding shares of Series A Preferred Stock have
converted into shares of Common Stock in accordance with the Series A
Certificate.


 


(b)           Subdivisions,
Combinations and Stock Dividends. If the Company shall at any time prior to
the expiration of this Warrant subdivide its Common Stock, by split up or
otherwise, or combine its Common Stock, or issue additional shares of its
Common Stock as a dividend with respect to any shares of its Common Stock, the
number of Warrant Shares issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Exercise Price payable per share, but the
aggregate Exercise Price payable for the total number of Warrant Shares purchasable
under this Warrant (as adjusted) shall remain the same. Any adjustment under
this subparagraph 4(b) shall become effective at the close of business on the
date the subdivision or combination becomes effective, or as of the record date
of such dividend, or in the event that no record date is fixed, upon the making
of such dividend.


 


(c)           Other
Distributions. In the event the Company shall declare a distribution
payable in securities of other persons, evidences of indebtedness issued by the
Company or other persons, assets (excluding cash dividends) or options or
rights not referred to in subsection 4(b), then, in each such case for the
purpose of this subsection 4(c), provision shall be made by the Company such
that the Holder shall receive upon exercise of this Warrant a proportionate
share of any such distribution as though it were the holder of the Common Stock
as of the record date fixed for the determination of the stockholders of the
Company entitled to receive such distribution.


 


(d)           Reclassification,
Reorganization and Consolidation. If the Company shall effect any
reclassification or similar change of outstanding shares of the Company’s
Capital 


 


8

















 


Stock (other than as set forth in subparagraph 4(b) or
4(c) above), or a consolidation or merger of the Company with another
corporation, picked up in other Distributions, this Warrant shall, after such
capital reorganization, reclassification, consolidation or merger, be
exercisable only for the number of shares of stock or other properties,
including cash, to which a holder of the number of shares of the Common Stock
deliverable upon exercise of this Warrant would have been entitled upon such
capital reorganization, reclassification, change, consolidation, merger or
conveyance if this Warrant had been exercised immediately prior to the
effective date of such event; and, in any such case, appropriate adjustments
shall be made in the application of the provisions set forth in this Section
4 with respect to the rights and interests thereafter of the Holder in
order that the provisions set forth in this Section 4 (including
provisions with respect to changes in and other adjustments of the exercise
rights in this Section 4) shall thereafter be applicable, as nearly as
equivalent as may be practicable, to any shares of stock or other securities
thereafter deliverable upon the exercise of this Warrant.


 


(e)           Notice
of Transaction. The Company shall give written notice to the Holder at
least ten (10) business days prior to the consummation of any transaction
within the scope of clause (a) through (c) of this paragraph 4 and provide
in such written notice a brief description of the terms and conditions of such
transaction.


 


(f)            Notice
of Adjustment. When any adjustment is required to be made in the number or
kind of shares purchasable upon exercise of the Warrant, or in the Exercise
Price, the Company shall promptly notify the Holder of such event and of the
number of shares of Common Stock or other securities or property thereafter
purchasable upon exercise of this Warrant.


 


5.             Certain
Agreements of the Company. The Company covenants and agrees that:


 


(a)           Certain
Actions Prohibited. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance of this Warrant and will take all such
actions as may reasonably be requested by the Holder of any Warrant in order to
protect the exercise privilege of the Holders of the Warrants against
impairment.


 


(b)           Successors
and Assigns. This Warrant will be binding upon any entity succeeding to the
Company by merger or consolidation.


 


(c)           Issuance
of Warrant Securities. If the issuance of any Warrant Shares required to be
reserved for purposes of exercise of this Warrant is required to be registered
with or approved by any federal or state governmental authority under any
federal or state law (other than any registration under the Act or state
securities laws), before such Warrant Shares may be issued upon exercise of
this Warrant, the Company will, at its expense, use its best efforts to cause
such shares to be so registered or approved, at such time, so that such shares
may be issued in accordance with the terms hereof.


 


6.             Issue
Tax. The issuance of certificates for Warrant Shares upon the exercise of
Warrants shall be made without charge to the Holders of such Warrants or such
shares for any 


 


9

















 


issuance tax in respect thereof, provided
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the Holder of the Warrant exercised.


 


7.             Closing
of Books. Subject to Section 9, the Company will at no time close its
transfer books against the transfer of any Warrant, of any Warrant Shares
issued or issuable upon the exercise of any Warrant, or in any manner interfere
with the timely exercise of this Warrant.


 


8.             No
Rights or Liabilities as a Shareholder. This Warrant shall not entitle the
Holder to any voting rights or other rights as a shareholder of the Company. No
provision of this Warrant, in the absence of affirmative action by the Holder
to purchase Warrant Shares, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of such Holder for
the Exercise Price or as a shareholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 


9.             Transfer
and Exchange.


 


(a)           Transfers.
This Warrant may not be transferred or assigned in whole or in part without
compliance with all applicable federal and state securities laws and the
Stockholder Agreement by the Holder or the transferee (including the delivery
of investment representation letters and legal opinions reasonably satisfactory
to the Company, if such are reasonably requested by the Company). Subject to
the terms of this Warrant with respect to compliance with applicable securities
laws and the Stockholder Agreement, this Warrant may be transferred, in whole
or in part, to any person or business entity, by presentation of the Warrant to
the Company with written instructions for such transfer; provided, however,
this Warrant may not be transferred in part unless such transfer is to a
transferee who pursuant to such transfer receives the right to purchase at
least 25,000 Warrant Shares. Upon such presentation for transfer, the Company
shall promptly execute and deliver a new Warrant or Warrants in the form hereof
in the name of the assignee or assignees and in the denominations specified in
such instructions.


 


(b)           Warrant
Exchangeable for Different Denominations. This Warrant is exchangeable,
upon the surrender hereof by the Holder at the principal office of the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the Holder), for new Warrants of like tenor representing in the
aggregate the right to subscribe for and purchase the number of shares of
Common Stock which may be subscribed for and purchased hereunder, each of such
new Warrants to represent the right to subscribe for and purchase such number
of shares as shall be designated by said Holder at the time of such surrender.


 


(c)           Replacement
of Warrant. Upon receipt of written notice from a Holder or other evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant or any stock certificate
for the Warrant Shares and, in the case of any such loss, theft or destruction,
upon receipt of an indemnity agreement reasonably satisfactory to the Company,
or in the case of any such mutilation upon surrender and cancellation of such
Warrant or stock certificate, the Company will make and deliver a new Warrant
or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.


 


10

















 


(d)           Cancellation;
Payment of Expenses. Upon the surrender of this Warrant in connection with
any exchange, transfer or replacement as provided in this paragraph 10,
this Warrant shall be promptly canceled by the Company. The Company shall pay
all taxes (other than securities transfer taxes) and all other expenses and
charges payable in connection with the preparation, execution and delivery of
Warrants pursuant to this paragraph 10.


 


(e)           Compliance
with Securities Laws.


 


(i)            The
Holder of this Warrant represents and warrants that this Warrant and the
Warrant Shares to be issued upon exercise hereof are being acquired solely for
the Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of the Act or any state
securities laws. Upon exercise of this Warrant, the Holder shall, if requested
by the Company, confirm in writing, in a form satisfactory to the Company, that
the Warrant Shares so purchased are being acquired solely for the Holder’s own
account and not as a nominee for any other party, for investment, and not with
a view toward distribution or resale.


 


(ii)           This
Warrant and all Warrant Shares issued upon exercise hereof or conversion
thereof shall be stamped or imprinted with a legend in substantially the
following form (in addition to any legend required by state securities laws):


 


THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY
SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
OTHER APPLICABLE LAWS.


 


10.           Lock
Up. In the event the Company shall undertake its first sale to the public
pursuant to a registration statement of the Company filed under the Securities
Act, each Holder shall agree in writing, in form and substance customary for
similar transactions, if requested by 
the managing underwriter or underwriters thereof, not to lend, offer,
pledge, sell, contract to sell (including, without limitation, any short sale),
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or other
securities of the Company convertible into or exercisable or exchangeable for
Common Stock held by such Holder immediately before the effective date of the
registration statement for such offering, or enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of Common Stock (whether any such transaction is
described in this subsection is to be settled by delivery of Common Stock or
such other securities, in cash or otherwise, except for securities to be sold
to such underwriter pursuant to such registration statement; provided, however
that:


 


(a)           such
period shall not exceed one hundred eighty (180) days after the effective date
of the registration statement, except that such 180-day period may be extended
for 


 


11

















 


not more than eighteen (18) days if such extension is
reasonably necessary to allow the Company’s underwriters to comply with NASD
Conduct Rule 2711 (or any similar successor rule); and


 


(b)           the
Company’s directors, officers and stockholders individually owning more than
one percent (1%) of the Company’s outstanding Common Stock (after giving effect
to conversion into Common Stock of all outstanding shares of Preferred Stock of
the Company) also agree to such limitations.


 


The Company may impose stop-transfer instructions with respect to the
shares of Common Stock or other securities of the Company convertible into or
exercisable or exchangeable for Common Stock subject to the foregoing
restriction until the end of such one hundred eighty (180) day period (or the
extended period set forth above).


 


11.           Miscellaneous.


 


(a)           Notices.
All notices and other communications required or permitted hereunder shall be
in writing, and shall be deemed to have been delivered on the date delivered by
hand, telegram, facsimile or by similar means, on the first (1st) day following
the day when sent by recognized courier or overnight delivery service (fees prepaid),
or on the third (3rd) day following the day when deposited in the mail,
registered or certified (postage prepaid), addressed: (i) if to a Holder of any
Warrant, at the registered address of such Holder as set forth in the register
kept by the Company at its principal office with respect to the Warrants, or to
such other address as such Holder may have designated to the Company in
writing, and (ii) if to the Company, at                       ,
Attention:                      or
addresses as the Company may have designated in writing to each Holder of any
of the Warrants at the time outstanding; provided, however,
that any such communication to the Company may also, at the option of any
Holder, be either delivered to the Company at its address set forth above or to
any officer of the Company.


 


(b)           Governing
Law. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


(c)           Remedies.
The Company stipulates that the remedies at law of the Holders in the event of
any default or threatened default by the Company in the performance of or
compliance with any of the terms of this Warrant are not and will not be
adequate, and that such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.


 


(d)           Amendments.
This Warrant and any provision hereof may be amended, changed, waived,
discharged or terminated only by a written instrument signed by the Holder and
an authorized representative of the Company.


 


12

















 


(e)           Descriptive
Headings. The descriptive headings of the several paragraphs of this
Warrant are inserted for purposes of reference only, and shall not affect the
meaning or construction of any of the provisions hereof.


 


(f)            Successors
and Assigns. Subject to the restrictions and requirements of this Warrant,
the terms and provisions of this Warrant shall inure to the benefit of, and be
binding upon, the Company and the Holder and their respective successors and
assigns.


 


[Signature
Page Follows]


 


13

















 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed by its duly authorized officer this       
day of                         ,
2006.


 


 


	
   

  	
  RENEWABLE ENERGY GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [HOLDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


FORM OF EXERCISE AGREEMENT


 


To:  Renewable Energy Group, Inc.


Attention:                                   


 


The undersigned hereby elects to exercise this Warrant
for                     shares
of Common Stock of Renewable Energy Group, Inc. pursuant to the terms of the
Warrant. As indicated below, Holder has either elected to pay the Exercise
Price per share in cash, which payment accompanies this notice, or has elected
to make a net exercise.


 


The undersigned is acquiring such shares for the
purpose of investment and not with a view to or for sale in connection with any
distribution thereof.


 


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name in which shares should be registered:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Indicate method of exercise

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Cash Exercise

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Net Exercise