ASSET
PURCHASE AGREEMENT
 
 By
and Among
 
 BLACKHAWK
BIOFUELS, LLC,
 
 RENEWABLE
ENERGY GROUP, INC.,
 
 BIOFUELS
COMPANY OF AMERICA, LLC,
 
 BIODIESEL
INVESTMENT GROUP, LLC
 
 and
 
 BUNGE
NORTH AMERICA, INC.
 
 
 Dated
as of March 14, 2008
  1
  
 TABLE
OF CONTENTS
 Page
 ]
 ARTICLE
I                                PURCHASE
AND SALE OF ASSETS
 Section
1.1                                      Purchase
and Sale
 Section
1.2                                      Consideration;
Purchase Price Allocation
 Section
1.3                                      Closing
 Section
1.4                                      Procedure
at Closing
 
 ARTICLE
II                                REPRESENTATIONS
AS TO THE COMPANY
 Section
2.1                                      Organization
and Good Standing
 Section
2.2                                      Noncontravention;
Authority; Enforceability
 Section
2.3                                      Subsidiaries
 Section
2.4                                      Title
to and Condition of the Assets
 Section
2.5                                      Real
Property
 Section
2.6                                      Material
Adverse Changes
 Section
2.7                                      Environmental
Compliance
 Section
2.8                                      Contracts
and Commitments
 Section
2.9                                      No
Litigation
 Section
2.10                           Tax
Matters
 Section
2.11                           Compliance
with
Laws
 Section
2.12                           Permits
 Section
2.13                           Insurance
 Section
2.14                           Employee
Matters
 Section
2.15                           Benefit
Plans
 Section
2.16                           Intellectual
Property
 Section
2.17                           Brokers
 Section
2.18                           Accuracy
of
Statements
 Section 2.
19                                      Purchase
Entirely for Own Account
 Section
2.20                           Disclosure
of Information; Due Diligence
 Section
2.21                           Investment
Experience; Accredited Status
 Section
2.22                           Restricted
Securities
 Section
2.23                           Investment
Company
 
 ARTICLE
III                                REPRESENTATIONS
OF REG AND THE PURCHASER
 Section
3.1                                      Organization
and Existence
 Section
3.2                                      Authority
 Section
3.3                                      Noncontravention
 Section
3.4                                      Capitalization;
REG Common
Stock
 Section
3.5                                      Financial
Information
 Section
3.6                                      Undisclosed
Liabilities
 Section
3.7                                      Material
Adverse Changes
 Section
3.8                                      Brokers
  2
  ARTICLE
IV                                NO
ASSUMPTION OF LIABILITIES
 
 ARTICLE
V                                COVENANTS
 Section
5.1                                      Access
to Information
 Section
5.2                                      Pre-Closing
Activities
 Section
5.3                                      Efforts
to Consummate
 Section
5.4                                      Exclusive
Dealing19
 Section
5.5                                      Supplementation
and Amendment of Schedules
 Section
5.6                                      Confidentiality
 Section
5.7                                      Publicity
 Section
5.8                                      Preliminary
Testing; Performance Testing
 Section
5.9                                      Bunge
Oil Supply Agreement; Services Agreement
 Section
5.10                           Limitations
on Disposition and Legend
 
 ARTICLE
VI                                CONDITIONS
TO CLOSING
 Section
6.1                                      Conditions
to Obligations. of REG and the Purchaser
 Section
6.2                                      Conditions
to Obligations of the Sellers and the Company
 Section
6.3                                      Documents
to be Delivered at the Closing
 
 ARTICLE
VII                                INDEMNIFICATION
 Section
7.1                                      Indemnification
by the Sellers
 Section
7.2                                      Indemnification
by the Purchaser
 Section
7.3                                      Notice
and Defense of Third Party Claims
 Section
7.4                                      Limitations
of Liability
 Section
7.5                                      Survival
 Section
7.6                                      Waiver
of Certain Damages
 Section
7.7                                      Express
Negligence
 
 ARTICLE
VIII                                TERMINATION
 Section
8.1                                      Termination
 Section
8.2                                      Effect
of Termination; Liquidated
Damages
 
 ARTICLE
IX                                MISCELLANEOUS
 Section
9.1                                      Survival
 Section
9.2                                      Amendment
and Modification; Waiver
 Section
9.3                                      Notices
 Section
9.4                                      Further
Assurances
 Section
9.5                                      Assignment
 Section
9.6                                      Governing
Law
 Section
9.7                                      Severability
 Section
9.8                                      Counterparts
 Section
9.9                                      Facsimile
Signatures
 Section
9.10                           No
Third-Party
Beneficiaries
 Section
9.11                           Interpretation
 Section
9.12                           Entire
Agreement
 
 Section
9.13                           Expenses
 Section
9.14                           Jury
Waiver
  3
  EXHIBITS
AND SCHEDULES
 
 Exhibit
A                                           Definitions
 Exhibit
B                                           Escrow
Agreement
 Exhibit
C                                           Oil
Feedstock Supply Agreement
 Exhibit
D                                           Services
Agreement
 Exhibit
E                                           Bill
of Sale
 Exhibit
F                                           Assignment
and Assumption Agreement
 Exhibit
G                                           Confidentiality
Agreement
 Exhibit
H                                           Stockholder
Agreement
 Exhibit
I                                           Registration
Rights Agreement
 Exhibit
J                                           Preliminary
Testing Description
 
 Schedule
2.2                                           Noncontravention
 Schedule
2.4                                           Title
to Assets
 Schedule
2.5(a)                                           Description
of Real Property
 Schedule
2.5(b)                                           Permitted
Liens
 Schedule
2.5(c)(vi)                                           Right
of First Offer, etc.
 Schedule
2.5(c)(viii)                                           Utilities
Exceptions
 Schedule
2.7                                           Environmental
Compliance
 Schedule
2.8(b)                                           Breach
of Assumed Contract
 Schedule
2.8(c)                                           Notice
of Claims Under Assumed Contract
 Schedule
2.8(d)                                           Consents
and Notices
 Schedule
2.11                                           Compliance
with Laws
 Schedule
2.12                                           Permits
 Schedule
2.13                                           Insurance
 Schedule
2.14                                           Employee
Matters
 Schedule
2.15                                           Benefit
Plans
 Schedule
2.16                                           Intellectual
Property
 Schedule
2.17                                           Brokers
 Schedule
3.5                                           REG
Financial Information
 Schedule
3.6                                           Undisclosed
Liabilities
 Schedule
4                                                      Assumed
Contracts
 Schedule
5.2                                           Pre-Closing
Activities
  4
  ASSET
PURCHASE AGREEMENT
 
 This Asset Purchase Agreement (the
"Agreement") is
made as of this 14th day of March, 2008 (the "Effective Date"), by
and among Blackhawk Biofuels, LLC, a Delaware limited liability company ("Purchaser"),
Renewable Energy Group, Inc., a Delaware corporation ("REG"), Biofuels
Company of America, LLC, an Illinois limited liability company (the "Company"), Biodiesel
Investment Group, LLC, a Delaware limited liability company ("BIG"), and Bunge
North America, Inc., a New York corporation ("Bunge", and together
with BIG, the "Members" and each, a
"Member" and Bunge, BIG and the Company together are referred to herein as
"Sellers" and each a "Seller"). Certain capitalized terms not defined in the
text of this Agreement are defined in Exhibit A attached
hereto.
 
 WHEREAS, the Company is constructing a
biodiesel production facility located in Danville, Illinois (the
"Facility");
 
 WHEREAS, BIG and Bunge own,
beneficially and of record, one hundred percent (100%) of the outstanding
membership interests of the Company (the "Company Membership
Interests");
 
 WHEREAS, the Purchaser desires to
purchase and assume from the Company, and the Members desire that the Company
shall sell, transfer and assign to the Purchaser, all of the Assets of the
Company, upon the terms and subject to the conditions set forth in this
Agreement;
 
 WHEREAS, a portion of the consideration
to be delivered consists of shares of common stock of REG; and
 
 WHEREAS, each of the parties hereto is
making certain representations, warranties, covenants and indemnities herein to
induce the others to enter into this Agreement.
 
 NOW, THEREFORE, in consideration of the
respective representations, warranties, covenants and indemnities contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, the Members, REG and
the Purchaser hereby agree as follows:
 
 ARTICLE
I
 PURCHASE
AND SALE OF ASSETS
 
 Section 1.1  Purchase and
Sale. Subject to the terms and conditions of this Agreement, at the
Closing (as defined in Section1.3 hereof), the
Company agrees to sell, transfer, assign, convey and deliver to the Purchaser,
and the Purchaser agrees to purchase and assume from the Company, all of the
right, title and interest in and to the Assets (other than Excluded Assets),
free and clear of all Encumbrances except for Permitted Liens.
 
 Section 1.2  Consideration;
Purchase Price Allocation. In consideration of the purchase and sale
described above, Purchaser, and as to the common stock of REG in Sections 1.2 b and
1.2(c) only
REG, shall pay to the Company, in the manner and subject to the conditions set
forth below, the following (the "Purchase
Price"):
  5
  (a)                      Cash.
On the Closing Date, Purchaser shall pay (i) to the Company Five Million U.S.
Dollars (U.S. $5,000,000), by wire transfer of immediately available funds (the
"Cash Purchase
Price") and Bunge and BIG hereby agree as between themselves that upon
distribution by the Company to the Members of the Cash Purchase Price (less
appropriate reserves established by the Company, if any), Bunge shall
receive  [Dollars ($)] of the Cash Purchase Price and BIG shall
receive [Dollars ($)] of the Cash Purchase Price, and (ii) the IFA Payment to
the IFA by wire transfer of immediately available funds to such account as
designated by IFA;
 
 (b)                      REG
Common Stock. On the Closing Date, REG shall issue and cause to be delivered by
Purchaser to the Company, and Purchaser shall deliver to the Company One Million
Eight Hundred Eighty-two Thousand Nine Hundred Twenty-seven (1,882,927) shares
of the common stock of REG (the "REG Common Stock"),
as adjusted for any post-Effective Date dividend, stock split, recapitalization
or reorganization by REG, by delivery of REG Common Stock certificates to the
Company. Bunge and BIG hereby agree as between themselves that upon distribution
by the Company to the Members of the REG Common Stock (less appropriate reserves
established by the Company, if any), Bunge shall receive [___________(____)]
shares of REG Common Stock and BIG shall receive [______________(_______)]
shares of REG Common Stock;
 
 (c)
              Escrow.
      On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand
      Dollars ($250,000) (the "Escrowed Cash")
      and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One
      (97,561) shares of the common stock of REG, as adjusted for any
      post-Effective Date dividend, stock split, recapitalization or
      reorganization by REG by delivery of stock certificates in the name of the
      Company (the "Escrowed Stock"
      and together with the Escrowed Cash, the "Escrow Amount")
      into an escrow account (the "Escrow Fund"),
      to be maintained by an escrow agent reasonably acceptable to the parties
      (the "Escrow
      Agent") in accordance with the terms of an Escrow Agreement in the
      form attached hereto as Exhibit B (the
      "Escrow
      Agreement"). The Escrow Fund shall be used for the purpose
      specified in Article VII herein. The Escrow Fund (less any amounts for
      indemnifiable Losses to the extent set forth in Article VII and the Escrow
      Agreement) shall be disbursed to the Company in accordance with the terms
      of the Escrow Agreement on the one year anniversary of the Closing Date.
      Purchaser and the Company shall bear an equal portion of the fees and
      expenses of the Escrow Agent, with the portion borne by the Company to be
      deducted from the Escrow Fund. Bunge and BIG hereby agree as between
      themselves that upon distribution by the Company to the Members of the
      Escrow Fund (less appropriate reserves established by the Company, if
      any), Bunge shall receive ___% of the Escrowed Cash and ___% of the
      Escrowed Stock and BIG shall receive ___% of the Escrowed Cash and ___% of
      the Escrowed Stock; provided, that a Member's percentage of the Escrow
      Fund shall be reduced by the amount of any indemnifiable Loss made
      pursuant to the terms of the Escrow Agreement and this Agreement
      applicable to such Member.
  6
  (d)
              Balance
      Differential Payment. In the event the outstanding principal balance,
      together with any accrued, but unpaid interest, owed by the Company to
      Fifth Third Bank under the Construction Loan Agreement (the "Bank Balance")
      [to be discussed - plus the Assumed Liabilities less the DCEO Grant
      Credit] (collectively, the "Closing
      Indebtedness") is less than $24,650,000 as of the Closing Date,
      Purchaser shall pay to the Company on the Closing Date the difference
      between $24,650,000 and the Closing Indebtedness in cash by wire transfer
      of immediately available funds (the "Balance Differential
      Payment"). Bunge and BIG hereby agree as between themselves that
      Bunge shall receive 22.2% of the Balance Differential Payment and BIG
      shall receive 77.8% of the Balance Differential Payment. To determine the
      Balance Differential Payment, if any, the Company shall deliver to
      Purchaser (i) a statement of account from Fifth Third Bank of the Bank
      Balance as of the Closing Date, and (ii) a statement of the Assumed
      Liabilities as of the Closing Date, together with supporting
      documentation. The amount of the Bank Balance plus Assumed Liabilities
      less the DCEO Grant Credit shall not exceed
  $24,650,000.
 
 (e)
              Purchase
      Price Allocation. The Purchase Price shall be allocated among the Assets
      as the Company, the Members, Purchaser and REG shall mutually agree, in
      writing, at the Closing. After the Closing, the Company, the Members and
      Purchaser shall make consistent use of such mutually agreed allocation for
      all tax purposes and in all filings, declarations and reports with the IRS
      in respect thereof. Purchaser shall prepare and deliver IRS Form 8594 to
      the Company in accordance with such mutual agreement within forty-five
      (45) days after the Closing Date for filing with the
  IRS.
 
 (f)
              Value
      of the Common Stock of REG. The parties hereto agree that the common stock
      of REG making up the REG Common Stock delivered at Closing and the
      Escrowed Stock shall be valued at the greater of $10.25 per share and its
      Fair Market Value for all purposes under this Agreement, including without
      limitation, any purchase price allocations and any agreement or right of
      the Members or the Company to satisfy their indemnification obligations
      under Article VII by the surrender of the common stock of
    REG.
 
 Section
1.3  Closing. Subject to satisfaction or waiver of the
conditions to closing set
 forth in
Sections 6.1 and 6_2, the closing of the purchase provided for in Section 1.1 of
this
 Agreement
(the "Closin ") shall take place at the offices of Nyemaster, Goode, West,
Hansell &
 O'Brien,
P.C., counsel to REG, in Des Moines, Iowa at 10:00 a.m. local time on the
next
 Business
Day after the conditions to closing set forth in Sections 6.1 and 6.2 have been
satisfied
 or
waived, or at such other place and time as may be mutually agreeable to the
Company, the
 Members,
REG and the Purchaser (such date and time referred to herein as the "Closing
Date").
 The
parties anticipate the Closing Date to occur on or before April 11, 2008 (the
"Target Closing
 Date").
 
 Section 1.4  Procedure at
Closing. At the Closing, the parties agree that the
following
 shall
occur:
 
 (a) Each of the conditions precedent
(as applicable) in Section
6.1  shall have been satisfied, or such condition(s) shall have
been expressly waived in writing by the
  7
  Purchaser
and REG. The Company and/or the Members shall deliver to Purchaser and REG all
of the documents in Section
6.3.
 
 (b) Each of the conditions precedent
(as applicable) in Section 6.2 shall
have been satisfied, or such condition(s) shall have been expressly waived in
writing by the Company and the Members. REG and the Purchaser shall deliver to
the Members and the Company all of the documents required in Section
6.3.
 
 ARTICLE
II
 REPRESENTATIONS
AS TO THE COMPANY
 
 Each Seller, severally as to itself
only and not jointly as to or with any of the others, respectively, represents
and warrants to the Purchaser as follows:
 
 Section 2.1  Organization
and Good Standing. The Company is a limited liability company duly
organized and validly existing under the laws of the State of Illinois and has
all requisite power and authority to carry on its business as is now being
conducted and as is presently anticipated being conducted, and with respect to a
Member, such Member is duly organized, validly existing and in good standing
under the laws of the state of its organization. The Company is not qualified as
a foreign limited liability company in any other jurisdiction. The Company has
at all times been operated in material compliance with applicable Legal
Requirements and the Company's Organizational Documents.
 
 Section
2.2  Noncontravention; Authority; Enforceability. Except as
disclosed on Schedule
2.2 of the Company Disclosure Schedule, neither the execution and
delivery by such Seller of this Agreement and the Transaction Documents, as
applicable, nor the consummation of the transactions contemplated hereby or
thereby, nor compliance with any of the provisions hereof or thereof, will (a)
violate any provision of its Organizational Documents or any resolutions adopted
by its members, stockholders, board of managers or board of directors, (b)
result in a violation of any license, permit, order, writ, injunction, decree,
judgment, or ruling of any court or Governmental Authority, or any law, rule, or
regulation applicable to such 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 which
constitutes an Asset or to which such Seller or any of the Assets is bound, (d)
result in the creation or imposition of any lien (other than Permitted Liens),
charge, restriction, claim or Encumbrance of any nature whatsoever upon the
Company or the Assets or (e) require any consent or approval of, or notice to,
or filing or registration with, any Person, 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. Such Seller has the requisite corporate or limited liability company
power and authority to execute and deliver this Agreement and the Transaction
Documents to which such Seller is a party, to perform its obligations hereunder
and thereunder, and to consummate the transactions contemplated by .this
Agreement and the Transaction Documents. The Company has authorized and approved
by all requisite action of the Board of Managers and members of the Company,
this Agreement, the Transaction Documents and the transactions contemplated
hereby and thereby. The execution, delivery and performance by
such
  8
  Seller of
this Agreement and the Transaction Documents, as applicable, and the
consummation by such Seller of the transactions contemplated hereby and thereby
have been duly and validly authorized by all necessary corporate or limited
liability company action. This Agreement and the Transaction Documents to which
such Seller, as applicable, is a party have been duly executed and delivered by
such Seller and are the valid and binding obligations of such Seller enforceable
against such Seller 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.
 
 Section
2.3  Subsidiaries. The Company does not own, directly or
indirectly, any interest in any other Entity.
 
 Section 2.4  Title to and
Condition of the Assets.
 
 (a)                      The
Company has, and at the Closing shall transfer to Purchaser, good and marketable
title to the Assets, including without limitation the Assets described on Schedule 2.4, free
and clear of all. Encumbrances other than Permitted Liens. With respect to those
assets which are leased, except as set forth on Schedule 2.4, the
Company is in compliance with each such lease and holds a valid leasehold
interest, free and clear of all Encumbrances other than Permitted Liens. As of
the Closing Date, the tangible Assets shall be in sound operating condition and
repair, normal wear and tear excepted.
 
 (b)                      As
of the Closing Date, the Assets set forth on Schedule 2.4
constitute all of the assets which have been delivered to the Facility under the
Fagen Agreement and the De Smet Agreement.
 
 Section 2.5  Real
Property.
 
 (a)           The
Company does not own any real property. Schedule 2.5(a) of
the Company Disclosure Schedule contains a legal description of each parcel of
real property that the Company leases, subleases, licenses, occupies, or uses in
connection with the operation of the business of the Company as presently
conducted or proposed to be conducted upon completion of the Facility (the
"Real
Property"). The parcels of Real Property which are leased or subleased by
the Company and which leases or subleases will be assigned to Purchaser at the
Closing, as identified on Schedule 2.5(a), are
referred to herein as "Leased Real
Property", and the parcels of Real Property which are licensed or
sublicensed by the Company and which will be assigned to Purchaser, as
identified on Schedule
2.5(a), are referred to herein as "Licensed Real
Property". Except as set forth on Schedule 2.5(a) of
the Company Disclosure Schedule, no right to use or occupy any portion of the
Leased Real Property has been granted to any Person other than Company nor are
there any parties in possession of any portion of the Leased Real Property,
whether as tenants, subtenants, trespassers or otherwise, except the
Company.
 
 (b)           The
Company has a valid leasehold interest in the Leased Real Property, free and
clear of all Encumbrances, other than Permitted Liens. To the Knowledge of the
Company, the Company has a valid license or sublicense to occupy and use the
Licensed Real Property. Schedule 2.5 (b) of
the Company Disclosure Schedule describes all
  9
  all
lawful claims that, if unpaid, could become an Encumbrance against the Leased
Real Property or any portion thereof.
 
 (c)           With
respect to each parcel of Leased Real Property and the buildings, structures,
improvements and fixtures thereon:
 
 (i)
              No
      condemnation or eminent domain taking of the Leased Real Property, or any
      portion thereof, has occurred. There is no pending, and to the Knowledge
      of the Company, threatened or contemplated, appropriation, condemnation,
      eminent domain or like proceeding affecting the Leased Real Property or
      any part thereof or of any sale or other disposition of the Leased Real
      Property or any part thereof in lieu of
  condemnation.
 
 (ii)                 Except
for assessments occurring on a regular basis in accordance with applicable Legal
Requirements, there is no pending or, to the Knowledge of the Company,
contemplated reassessment of any parcel included in the Leased Real Property
that is reasonably expected to increase the real estate tax assessment for such
properties.
 
 (iii) There is no pending, or to the
Knowledge of the Company, contemplated proceeding to rezone any parcel of the
Leased Real Property. To the Knowledge of the Company, the uses for which each
parcel of the Leased Real Property are zoned do not restrict, or in any manner
impair, the current use of the Leased Real Property or the proposed use by the
Purchaser. To the Knowledge of the Company, the Company has not received notice
of any violation of any applicable zoning law, regulation or other Legal
Requirement, related to or affecting the Leased Real Property.
 
 (iv)
      To the Knowledge of the Company, all buildings, structures and other
      improvements on the Leased Real Property, including but not limited to
      driveways, garages, landscaped areas and sewer systems, and all means of
      access to the Leased Real Property, are located completely within the
      boundary lines of the Leased 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 Leased Real
Property.
 
 (v)
              To
      the Knowledge of the Company, the use of the Leased Real Property, or any
      portion thereof, 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)
      Except as set forth on Schedule
      2.5(c)(vi) of the Company Disclosure Schedule, none of the Leased
      Real Property is subject to any right of first offer, right of first
      refusal, option or other agreement for the sale or lease
      thereof.
  10
  (vii)
              The
      Company has good and valid rights of ingress and egress to and from all of
      the Leased Real Property (including between separate parcels included
      within the Leased Real Property) from and to pipelines (including, but not
      limited to, pipelines to access the rail loading area) and the public
      street systems for all usual street, road and utility purposes and other
      purposes necessary or incidental to the operation of the business of the
      Company conducted or proposed to be conducted upon completion of the
      Facility.
 
 (viii)
      Except as set forth on Schedule 2.5
      (c)(viii) of the Company Disclosure Schedule, to the Knowledge of
      the Company, all utilities required for or useful in the operation of the
      business of the Company either enter the Leased 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 Leased Real Property and there
      exists, to the Knowledge of the Company, no proposed limitation in or
      reduction of the quality or quantity of utility services to be furnished
      to the Leased Real Property. Permanent adequate sewage and water systems
      and connections are available to the Leased Real Property as currently
      operated.
 
 (ix)
      No Proceeding is pending or, to the Knowledge of the Company, is
      threatened, to revoke, suspend, modify or limit any of the permits
      required under applicable Legal Requirements with respect to its leasehold
      interest in and use and occupancy of, the Leased Real Property. Except as
      set forth on Schedule 2.8(d)
      of the Company Disclosure Schedule, 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.
 
 Section 2.6  Material
Adverse Changes. Since December 31, 2007, there has been no, and no event
has had or reasonably could be anticipated to have a, Material Adverse Effect
with respect to the Company or the Assets. Without limiting the generality of
the foregoing, since December 31, 2007, none of the following has
occurred:
 
 (a)
              any
      destruction, damage to or loss of any Asset (whether or not covered by
      insurance), which individually exceeds $20,000
              in
      value or in the aggregate exceeds $50,000 in
  value;
 
 (b)
              any
      act or omission to do any act which would cause the breach of any material
      term or material obligation applicable to the Company under any Assumed
      Contract;
 
 (c)
              any
      execution, creation, amendment or termination of any material contract,
      agreement or license or any other transaction relating to the Assets,
      except in the ordinary course of business of the Company or except as
      otherwise agreed to in writing by Purchaser and
  REG;
 
 (d)           any
notice of any litigation or claim relating to the Company or the
Assets;
  11
  (e)
              any
      waiver or release of any material right or claim with respect to the
      Assets, except in the ordinary course of business of the
      Company;
 
 (f)
              any
      mortgage, pledge or other encumbrance on any Asset other than Permitted
      Liens; or
 
 (g)           any
agreement by Sellers to do any of the foregoing.
 
 Section 2.7 Environmental
Compliance
 
 (a)
              None
      of the Company or the Assets are subject to any past, existing, pending,
      or threatened action, suit, investigation, claim, demand, directive,
      inquiry, or proceeding by any Governmental Authority or any other Person
      alleging liability or responsibility in connection with Hazardous
      Materials, or under any Legal Requirement pertaining to health, the
      environment, or the regulation of Hazardous Materials (as defined below)
      (collectively, "Environmental
      Laws"), nor is any of them otherwise subject to any remedial or
      other obligation or liability (including without limitation STRICT LIABILITY) under
      Environmental Laws. There is no condition, fact, situation or event that
      currently constitutes or with the passage of time would constitute a
      violation by the Company of, or result in liability (including without
      limitation STRICT
      LIABILITY) of the Company or the Assets under, Environmental Laws.
      The Company and the Assets have complied and are in compliance with all
      Environmental Laws.
 
 (b)
              Each
      of the statements set forth in clauses (i) and (ii) below is true and
      correct with respect to the Company and the
  Assets:
 
 (i)
              all
      Governmental Authorizations, if any, required to be obtained or filed
      pursuant to Environmental Laws in connection with the operations,
      activities, uses, vehicles, equipment or facilities at, on, in or, under,
      such Assets or otherwise of the Company, including, without limitation,
      for the past or present treatment, storage, handling, use, discharge or
      "Release"
      (which includes any spilling, leaking, pumping, pouring, emitting,
      emptying, discharging, injecting, escaping, leaching, dumping, or
      disposing) of any pollutant, contaminant, solid waste, hydrocarbon, toxic
      or hazardous substance or waste, any flammable, corrosive, explosive, or
      radioactive materials or any other material, waste, or substance regulated
      under the Environmental Laws (a "Hazardous
      Material") into the environment or indoor air, or any filling,
      dredging, discharging into, or other uses or activities on or affecting
      water of the United States, including wetlands (as defined under the
      Federal Clean Water Act and 33 C.F.R. §328.3) ("Environmental
      Permits"), have been duly obtained and are in good standing; and
      the Company and the Assets have all pollution control equipment necessary
      to comply with all Environmental Permits and Environmental Laws, and have
      timely filed applications for renewal of all Environmental Permits and has
      no reason for belief that such Environmental Permits or renewals thereof
      will be subject to any new or changed conditions;
  and
  12
  (ii)
              there
      have been no (A) Releases or threatened Releases of Hazardous Materials,
      and no Hazardous Materials are present in quantities or concentrations
      exceeding any applicable standard under Environmental Laws, at, in, under,
      on or affecting any of the Assets, nor (B) Releases or threatened Releases
      on or to any other properties of any Hazardous Materials generated or
      produced on or at, or transported from, the Assets or by or on behalf of
      the Company that would violate or create liability (including, without
      limitation, STRICT
      LIABILITY) under Environmental
Laws.
 
 (c)
              The
      Company has provided accurate and complete copies of all Environmental
      Permits, and all environmental reviews, investigations and/or assessments
      in the possession of the Company or such Member or otherwise conducted by
      or on behalf of the Company or such Member, with respect to the Company
      and/or the Assets. Each such Environmental Permit, review, investigation
      or assessment is described on Schedule 2.7 of
      the Company Disclosure Schedule.
 
 Section 2.8  Contracts and
Commitments.
 
 (a)
              The
      Assumed Contracts are valid and in full force and effect and constitute
      the legal, valid, and binding obligations of the Company, and to the
      Knowledge of the Company, each other party thereto, and true and correct
      copies of which, including, but not limited to, any amendment,
      modification or waiver thereof, have been provided to REG or the
      Purchaser.
 
 (b)
              The
      Company (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) 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 Assumed Contract. Except as set forth on Schedule 2.8(b)
      of the Company Disclosure Schedule, the Company has no present expectation
      or intention of terminating or not materially performing any of its
      obligations under any Assumed Contract, and the Company has no Knowledge
      of any breach or anticipated breach by the other party to any Assumed
      Contract.
 
 (c)
              Except
      as set forth on Schedule
              2.8 (c) of the
      Company Disclosure Schedule, (i) no previous or current party to any
      Assumed Contract has given written notice to the Company or such Member
      of, or made any claim with respect to, a desire or intention to exercise
      any optional termination, cancellation, non-renewal or acceleration right
      thereunder, and the Company has no Knowledge of any notice of, or claim
      with respect to, any such desire or intention and (ii) the Company has not
      given written notice to any previous or current party to any Assumed
      Contract of, nor made any claim with respect to, a desire or intention to
      exercise any optional termination, cancellation, nonrenewal or
      acceleration right thereunder.
 
 (d)
              No
      consent or approval of or notice to any third party pursuant to any
      Assumed Contract is required to be obtained or made by or with respect to
      the Company in connection with the execution, delivery and performance of
      any transaction
  13
  contemplated
by this Agreement or any other Transaction Documents except as set forth in
Schedule 2.8(d)of the Company Disclosure Schedule ("Required
Consents").
 
 Section 2.9   No
Litigation. There are no Proceedings pending or, to the Knowledge of the
Company, threatened against the Company or involving any of the Assets. Neither
the Company nor any of the Assets are subject to any judgment, order, writ,
injunction, or decree of any Governmental Authority. There are no Proceedings
pending, or to the Knowledge of the Company, threatened seeking to restrain,
prohibit, or obtain damages in connection with this Agreement or the
transactions contemplated hereby.
 
 Section 2.10   Tax
Matters. The Company has 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 the
Company or any of the Assets and all other Taxes imposed on the Company 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, the Company 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 the Company or that are related to
the Assets. The Company is a pass-through entity treated as a partnership for
federal, state and local income tax purposes. As of the date of this Agreement,
the Company has not commenced operations and has filed no income Tax Returns.
The Company has 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. The Company has made all deposits
required with respect to Taxes due and payable by the Company.
 
 Section
2.11   Compliance with Laws. Except as set forth on Schedule 2.11 of the
Company Disclosure Schedule, the Company is, and at all times since its
formation has been, in material compliance with all Legal Requirements
applicable to the Company 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 the Company or to the ownership
or operation of the Assets.
 
 Section
2.12  Permits. Except as set forth on Schedule 2.12 of the
Company Disclosure Schedule, the Company has obtained all material Governmental
Authorizations required to permit them to (a) develop and construct a biodiesel
operating facility, (b) own, operate, use, and maintain the Assets in the manner
in which they are now operated and maintained, or (c) to conduct its business as
now being conducted, including, without limitation, all Environmental Permits.
Schedule 2.12
sets forth a true, correct and complete list of all such Governmental
Authorizations, copies of which have previously been delivered by the Company to
Purchaser or REG. Except as set forth on Schedule 2.12of the
Company Disclosure Schedule, all required filings with respect to such
Governmental Authorizations have been made timely. Except as set forth on Schedule 2.12 of the
Company Disclosure Schedule, all such Governmental
  14
  Authorizations
are in full force and effect and there are no Proceedings pending or, to the
Knowledge of the Company, threatened that seek the revocation, cancellation,
suspension or other materially adverse modification thereof. No consent,
license, permit, authorization or order of, or registration, declaration or
filing with or of any Governmental Authority or other issuer of any permit is
required to be obtained or made by or with respect to the Company in connection
with the execution, delivery and performance of any transactions contemplated by
this Agreement or any of the Transaction Documents except as set forth on Schedule 2.12of the
Company Disclosure Schedule.
 
 Section
2.13  Insurance. Schedule 2.13 of the
Company Disclosure Schedule sets forth all insurance policies owned or held by
the Company as in effect on the Effective Date and which shall be maintained
through the Closing Date. All policies of fire, liability, casualty and other
forms of insurance owned or held by the Company: (a) are sufficient for
compliance with all requirements of law and of all agreements of the. Company,
(b) are valid, outstanding and enforceable policies, and (c) will not in any way
be affected by, or terminate or lapse by reason of, the transactions
contemplated by this Agreement.
 
 Section. 2.14  Employee
Matters.The only individual retained by the Company to perform services
is Mark A. Burke, who serves as its President and is an independent contractor
and not an employee of the Company. Mr. Burke is subject to at will termination
at any time, with or without cause, and for any reason or no reason, without the
payment of any severance payment or other amount except accrued salary at the
rate specified on Schedule 2.14 of the
Company Disclosure Schedule and except that Mr. Burke is entitled to receive a
payment in connection with the consummation of the transactions contemplated by
this Agreement, as described on Schedule 2.14 of the
Company Disclosure Schedule, which payment shall be paid directly by the Members
or the Company. The Company is not a party to any collective bargaining
agreements or union contracts. The Company 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 the
Company is liable for any arrears of wages or any taxes or penalties for failure
to comply with any of the foregoing. The Company is in compliance with all
applicable legal requirements respecting employment, employment practices,
labor, terms and conditions of employment and wages and hours.
 
 Section 2.15  Benefit
Plans. Except as set forth on Schedule 2.15 of the
Company Disclosure Schedule, the Company is not a party to and has no
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").
 
 Section 2.16 Intellectual
Property.                                                                                Schedule
2.16                                of
the Company Disclosure Schedule sets forth all Intellectual Property Assets that
the Company owns, uses or licenses in its business. The Company owns or licenses
all Intellectual Property Assets necessary to operate its
 business
as presently conducted or intended to be conducted upon completion of the
Facility. To the Knowledge of the Company, there is no intellectual property of
any third party that infringes any of the Intellectual Property Assets owned by
the Company. None of the Intellectual Property Assets owned or used by the
Company infringe upon or, to the Knowledge of the Company, is alleged to
infringe upon, any intellectual property right of any other person or
entity.
 
 Section
2.17  Brokers. Except as set forth on Schedule 2.17 of the
Company Disclosure Schedule, neither the Company nor such Member 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 and the Transaction
Documents.
 
 Section 2.18  Accuracy of
Statements. Neither this Agreement nor any schedule, exhibit, statement,
list, document, certificate or other information furnished or to be furnished by
or on behalf of the Company or such Member to the Purchaser or REG in connection
with this Agreement or any of the transactions contemplated by this Agreement
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained herein or therein, in light of
the circumstances in which they are made, not misleading.
 
 Section 2.19  Purchase
Entirely for Own Account. The REG Common Stock to, be
 received
by the Company and such Member is and will be acquired for investment for its
own
 account
and not with a view to the distribution of any part thereof, and the Company has
no
 present
intention of selling, granting any participation in, or otherwise distributing
the same;
 provided,
however, that the Company reserves the right to distribute its shares of REG
Common
 Stock to
its Members subject to Section 5.10 hereof
and the terms and conditions of the
 Stockholder
Agreement.
 
 Section 2.20  Disclosure of
Information; Due Diligence. The Company and such Member has had the
opportunity to ask questions of and receive answers from REG regarding REG and
the terms and conditions of the offering of the REG Common Stock and to obtain
additional information necessary to verify the accuracy of the information
supplied or to which it had access. Such Seller acknowledges and agrees that the
Purchaser does not assume any responsibility or liability with respect to the
REG Common Stock or the information provided with respect to REG, the REG Common
Stock or the investment therein by the Company represented by the consideration
received by the Company hereunder. Such Seller further acknowledges and agrees
that the Purchaser is not acting as an underwriter with respect to the REG
Common Stock and assumes no underwriters' liability in connection
therewith.
 
 Section 2.21  Investment
Experience; Accredited Status. The Company and such Member acknowledge
that an investment in REG is a speculative risk. The Company and such Member are
able to fend for themselves in the transactions contemplated by this Agreement,
can bear the economic risk of its investment (including possible complete loss
of such investment) for an indefinite period of time and has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in REG. The Company and such Member
understand that the shares of REG Common Stock to be purchased hereunder have
not been registered under the Securities Act, or under the securities laws of
any jurisdiction, by reason of reliance upon certain exemptions, and that the
reliance on such exemptions is predicated, in part, upon the accuracy of the
Member's representations and
  15
  warranties
in this Article III. The Company and such Member are familiar with Regulation D
promulgated under the Securities Act and represent that they are each an
"accredited investor" as defined in Rule 501(a) of such Regulation
D.
 
 Section 2.22  Restricted
Securities.                                                                                The
Company and such Member understand that the shares of REG Common Stock to be
received by the Company and such Member hereunder are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from REG through the Purchaser in a transaction not involving a
public offering and that under such laws and applicable regulations such
securities may be resold without registration under the Securities Act only in
certain limited circumstances and in accordance with the terms and conditions
set forth in the legend contained on the certificates of the REG Common Stock.
The Company and such Member represent that they are familiar with SEC Rule 144,
as presently in effect, and understand the resale limitations imposed thereby
and by the Securities Act.
 
 Section 2.23  Investment
Company. The Company and such Member (or any Person directly or
indirectly controlling the Company and such Member or on whose behalf
the
 Company
is acting) are not, and by virtue of the consummation of the transactions
contemplated
 herein
will not be, an "investment company" within the meaning of the Investment
Company Act
 of 1940,
as amended, or an exemption or exclusion from the registration provisions under
the
 Investment
Company Act of 1940, as amended, is available to the Company, such Member
or
 any such
Person.
 
 ARTICLE
III
 REPRESENTATIONS
OF REG AND THE PURCHASER
 
 Each of REG and the Purchaser,
severally as to itself only and not jointly as to or with the other,
respectively, represents and warrants to the Sellers as follows:
 
 Section
3.1   Organization and Existence. REG and the Purchaser
are each duly organized, validly existing and in good standing under the laws of
their jurisdiction of incorporation or organization, respectively, and have all
requisite power and authority to carry on their respective businesses as now
being conducted.
 
 Section
3.2  Authority. All corporate, limited liability company or
other appropriate action on the part of REG and the Purchaser necessary for the
authorization, execution and delivery of this Agreement and the Transaction
Documents contemplated hereby to which REG or the Purchaser, respectively, is a
party, and the performance of the obligations of REG and the Purchaser hereunder
and thereunder, have been taken. REG and the Purchaser have each duly and
validly executed and delivered this Agreement and each of the Transaction
Documents contemplated hereby to which REG or the Purchaser, respectively, is a
party. This Agreement and each of the Transaction Documents contemplated hereby
to which REG or the Purchaser is a party constitutes valid and binding
obligations of REG or the Purchaser, respectively, enforceable against REG or
the Purchaser in accordance with their respective terms, except as the
enforceability hereof may be subject to applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
to general principles of equity.
  16
  Section
3.3  Noncontravention.Neither the execution and delivery by
REG or the Purchaser of this Agreement and the Transaction Documents, nor the
consummation of the transactions contemplated hereby or thereby, nor compliance
with any of the provisions hereof or thereof, will (a) violate any provision of
their respective Organizational Documents or any resolutions adopted by their
respective members or shareholders or board of managers or board of directors,
as applicable, (b) result in a violation of any license, permit, order, writ,
injunction, decree, judgment, or ruling of any court or Governmental Authority,
or any law, rule, or regulation applicable to REG or the Purchaser, (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 which constitutes an material asset of REG or the
Purchaser or to which REG or the Purchaser or any of their material assets is
bound, (d) result in the creation or imposition of any lien (other than
Permitted Liens), charge, restriction, claim or Encumbrance of any nature
whatsoever upon REG or the Purchaser or the shares of REG Common Stock or (e)
require any consent or approval of, or notice to, or filing or registration
with, any Person, 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.
 
 Section
3.4  Capitalization; REG Common Stock. REG is authorized to
issue two classes of shares designated respectively as "Preferred Stock" and
"Common Stock". The total number of shares of capital stock that REG is
authorized to issue is one hundred million (100,000,000). The total number of
shares of Preferred Stock REG has authority to issue is thirty million
(30,000,000). The total number of shares of Common Stock REG has authority to
issue is seventy million (70,000,000). The Preferred Stock and Common Stock each
have a par value of $0.0001. REG has seven million (7,000,000) shares of its
Series A Preferred Stock authorized of which 6,578,947 are issued and
outstanding and two million (2,000,000) shares of its Series B Preferred Stock
authorized of which 1,999,998 are issued and outstanding. REG has 13,334,874
shares of its Common Stock issued and outstanding. There are issued and
outstanding options to purchase 2,303,052 shares of REG Common Stock pursuant to
stock option agreements issued under the REG 2006 Stock Incentive Plan and
issued and outstanding warrants to purchase 633,533 shares of REG Common Stock.
The shares of REG Common Stock and Escrowed Stock to be issued to the Company
shall have the rights, restrictions, privileges and preferences set forth in the
Certificate of Incorporation of REG, a true and correct copy of which
Certificate of Incorporation (including all amendments thereto) has been
delivered to Sellers. The REG Common Stock and the Escrowed Stock, when issued
and delivered to the Company or deposited into the Escrow Fund, as applicable,
in accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid and non-assessable, free and
clear of all encumbrances except as provided in this Agreement and the
Stockholder Agreement and under applicable state and federal securities laws.
Except as contemplated in the Stockholder Agreement or with respect to REG's
Series A and Series B Preferred Stock, there are no contractual rights or
obligations of REG to repurchase, redeem or otherwise acquire any shares of its
capital stock, and REG is not a party or subject to any agreement or
understanding. Except as set forth in the Stockholder Agreement or with respect
to REG's Series A and Series B Preferred Stock, there is no agreement or
understanding between any persons and/or entities which affects or relates to
the voting or giving of written consents with respect to any security of REG or
by a director of REG. Except as contemplated in the
 Registration
Rights Agreement or the Amended and Restated Registration Rights Agreement dated
July 18, 2007, by and among REG and certain of its stockholders, REG is not
under any obligation to register any of its securities under the Securities
Act.
 
 Section
3.5   Financial Information. Sellers have received from
REG the financial information set forth on Schedule 3.5 of the
REG Disclosure Schedule (the "REG Financial
Information"). The REG Financial Information fairly presents in all
material respects the financial condition of REG at the dates thereof and the
results of its operations and statement of cash flows for the periods then
ended. Further, the REG Financial Information is consistent with the books and
records of REG (which books and records are correct and complete in all material
respects) and was prepared in accordance with GAAP, except as noted
thereon.
 
 Section
3.6   Undisclosed Liabilities. REG is not subject to any
material debts, liabilities or obligations, whether accrued, absolute,
contingent or otherwise, other than (a) as reflected in the REG Financial
Information, (b) accounts payable for goods or services received by REG incurred
in the ordinary course of business consistent with past practice since the date
of the REG Financial Information and (c) as set forth on Schedule 3.6 of the
REG Disclosure Schedule.
 
 Section 3.7   Material
Adverse Changes. Except as noted on Schedule 3.7, since the date of the
REG Financial Information, there has been no, and no event that reasonably could
be anticipated to have a, Material Adverse Effect with respect to
REG.
 
 Section
3.8   Brokers. Neither REG nor Purchaser 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 and the Transaction
Documents.
 
 Section
3.9   Purchaser Escrow Agreement. On the Effective Date,
Purchaser has performed all obligations and satisfied all conditions which are
required for the Escrow Agent under the Purchaser Escrow Agreement to release
the Subscriptions (as defined in the Purchaser Escrow Agreement) and Escrow
Funds (as defined in the Purchaser Escrow Agreement) to the Purchaser. The
Purchaser Escrow Agreement is the current escrow agreement of the Purchaser with
the Purchaser's investors.
 
 ARTICLE
IV
 NO
ASSUMPTION OF LIABILITIES
 
 Except for the contracts to be assumed
by Purchaser listed on Schedule 4 of the
Company Disclosure Schedule (the "Assumed Contracts")
and the Assumed Liabilities, neither REG nor Purchaser assumes any duties,
liabilities, responsibilities or obligations of any kind or nature whatsoever of
the Company or either of the Members. Without limiting the generality of the
foregoing, neither REG nor Purchaser is assuming (i) any warranty obligations or
warranty claims with respect to products sold or services provided by the
Company, (ii) product liability obligations or claims with respect to products
sold or services provided by the Company, (iii) accounts payable of the Company,
(iv) any contracts of the Company other than those obligations of the Company
that are expressly assumed by Purchaser pursuant to the terms of
this
  17
  Agreement,
(v) except as expressly set forth on Schedule 4, any
obligations under a grant or economic development award from any Governmental
Authority, or (vi) any other liabilities or obligations of the Company arising
out of the construction of the Facility, the operation of its business or the
ownership of the Assets by the Company, including, without limitation,
any  liability or obligations with respect to the Pilot Agreement, the
Buchanan Street bridge project or to pay the costs to acquire additional parcels
pursuant to the letter agreement dated November 3, 2006 between the Company and
Bunge Milling, Inc. The Company or each Member will timely and fully satisfy all
such unassumed duties, liabilities, responsibilities and obligations as they
become due.
 
 ARTICLE
V
 COVENANTS
 
 Section
5.1  Access to Information.
 
 (a)
              From
      and after the Effective Date and until the Closing, the Company will give
      to the Purchaser and its authorized Representatives (which shall include
      REG and its authorized Representatives) reasonable access during normal
      business hours to the offices, books and records, returns, contracts,
      commitments, facilities and accountants of the Company, and will furnish
      and make available to REG, the Purchaser 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 affairs of the Company as the Purchaser and its authorized
      Representatives may reasonably request; provided, however, that
      (i) the activities of the Purchaser and its Representatives shall be
      conducted in such a manner as not to interfere unreasonably with the
      operation of the business of the Company and (ii) in no event will the
      Company be required to furnish the Purchaser or its Representatives with
      any documents or information that the Company is required by Legal
      Requirement, Order or agreement, to keep confidential, or that would
      reasonably be expected to jeopardize the status of such document or
      information as privileged, work product or as a trade secret. The Company
      shall cooperate with the Purchaser and its authorized Representatives in
      the preparation of, and shall use its best efforts, to prepare and cause
      its accountants to prepare, all necessary financial information regarding
      the Assets that may need to be reflected in filings by the Purchaser and
      REG under the Securities Act or the Securities Exchange Act of 1934, as
      amended (the “Exchange Act"),
      or other applicable Legal Requirements. Without limiting the generality of
      the foregoing, Purchaser and its authorized Representatives shall have
      access to the Facilities from and after the Effective Date and until the
      Closing for the purpose of conducting the Preliminary
    Testing.
 
 (b)
              From
      and after the Effective Date and until the Closing, REG and the Purchaser
      will give to the Sellers and their authorized Representatives reasonable
      access during normal business hours to the offices, books and records,
      returns, contracts, commitments, facilities and accountants of REG and the
      Purchaser, and will furnish and make available to the Sellers and their
      authorized Representatives all such documents and copies of documents (at
      the Sellers' expense) and all such additional financial
  and
  18
  operating
data and other information pertaining to the affairs of REG and the Purchaser as
the Sellers and their authorized Representatives may reasonably request; provided, however, that (i) the
activities of the Sellers and their Representatives shall be conducted in such a
manner as not to interfere unreasonably with the operation of the business of
REG or the Purchaser and (ii) in no event will REG or the Purchaser be required
to furnish the Sellers or their Representatives with any documents or
information that REG or the Purchaser is required by Legal Requirement, Order or
agreement, to keep confidential, or that would reasonably be expected to
jeopardize the status of such document or information as privileged, work
product or as a trade secret.
 
 Section 5.2  Pre-Closing
Activities. Except as otherwise permitted or required by this Agreement
or as set forth on Schedule 5.2, prior
to the Closing Date the Company shall not:
 
 (a)
              engage
      in any activities other than the construction and testing of the Facility
      and activities in connection
therewith;
 
 (b)
              subject
      any of the Real Property or Assets (whether tangible or intangible) of the
      Company to any Encumbrances, except for Permitted
  Liens;
 
 (c)
              acquire
      any properties or assets or sell, assign, transfer, convey, lease or
      otherwise dispose of any of the Real Property or Assets of the Company
      except in connection with construction and testing of the
      Facility;
 
 (d)           permit
the Bank Balance to be increased above $24,650,000;
 
 (e)           amend
any Assumed Contract or waive any rights with respect thereto;
 
 (f)
              acquire
      by merger or consolidation with, or merge or consolidate with, or
      otherwise acquire any material business of any corporation, partnership,
      association or other business organization or division
      thereof;
 
 (g)
              change
      or amend its certificate or articles of organization, operating agreement
      or other organizational documents except as otherwise required by
      law;
 
 (h)           incur
any material obligation or liability except in the ordinary course of
business;
 
 (i)
              enter
      into or amend, or take or permit any act or omission constituting a
      material breach or default, under any material contract, indenture or
      agreement by which the Company or any of the Assets are
    bound;
 
 (j)           hire
any employees;
 
 (k)
              make
      any loans or advances to any-Person, except for expenses incurred in the
      ordinary course of business;
  19
  (1)           make
any material income tax election; or
 
 (m)           agree
or commit to do any of the foregoing.
 
 Section 5.3  Efforts to
Consummate.Each party hereto will 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, prior to Closing (a) the
Company will use commercially reasonable' efforts to obtain the Required
Consents and other items set forth on Schedules 2.8(d) and
2.12 of the
Company Disclosure Schedule, and (b) the Company will use commercially
reasonable efforts to give any notices to, make any filings with, and obtain any
authorizations, consents, and approvals as set forth on Schedules 2.8(d) and
2.12. Nothing
in this Agreement shall be construed as an attempt or an agreement by the
Company to assign or cause the assignment of any contract or agreement which is
non-assignable without the consent of the other party or parties thereto, unless
such consent shall have been given.
 
 Section
5.4   Exclusive Dealing. From the Effective Date until the
earlier of (a) the Closing Date, or (b) the date this Agreement is terminated in
accordance with the provisions hereof, the Sellers will not, and will cause
their officers, directors, investment bankers and attorneys not to, 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 of
the Company Membership Interests or the purchase of all or any material part of
the Assets or Real Property of the Company (other than the sale or other
disposition of such Assets or Real Property in the ordinary course of business
consistent with past practice of the Company) or any merger or consolidation of
the Company.
 
 Section
5.5  Supplementation and Amendment of Schedules. From time to
time prior to the Closing, the Sellers and REG and the Purchaser shall have the
right to supplement or amend the Schedules with respect to any matter hereafter
arising or discovered after the delivery of the Schedules pursuant to this
Agreement that, if existing or known at, or occurring prior to, the date of this
Agreement, would have been required to be set forth or described in such
Schedules. No such supplement or amendment shall have any effect on the
satisfaction of the conditions to closing set forth in Sections 6.1(a)or
6.2(a); provided, however, if a party
proceeds with the Closing, then such party shall be deemed to have waived any
right or claim pursuant to the terms of this Agreement or otherwise with respect
to any and all matters disclosed pursuant to any such supplement or amendment at
or prior to the Closing.
 
 Section
5.6  Confidentiality. Until Closing, each of the Sellers, REG
and the Purchaser will, and will ensure that its Affiliates and Representatives
will hold in strict confidence and not use in any way except in connection with
the consummation of the transactions contemplated hereby, all confidential
information obtained in connection with the
  20
  transactions
contemplated hereby from the Company, the Sellers, REG, the Purchaser or any of
their respective Representatives.
 
 Section
5.7  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
after 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.
 
 Section 5.8  Preliminary
Testing; Performance Testing. The Preliminary Testing shall be conducted
by Purchaser and REG as soon as practical after the Facility is ready for such
testing. The Company shall retain at least $250,000 in cash until notice by
Purchaser to the Company of the successful completion of the Performance
Testing. The Performance Testing shall be conducted by Purchaser and REG within
twelve (12) months after the Closing Date. The Members and the Company shall be
entitled to participate in and have Representatives present during all
activities performed or conducted in Preliminary Testing and Performance
Testing.
 
 Section 5.9   Bunge
Oil Supply Agreement; Services Agreement. As of the Closing Date,
Purchaser and Bunge shall enter into the [Oil Feedstock Supply Agreement] and
the Services Agreement, in the forms attached hereto as Exhibits C and D. respectively, and
in exchange for the Oil Feedstock Supply Agreement, REG shall issue One Hundred
Twenty Seven Thousand, Two Hundred Seventy-Three (127,273) shares of its Series
B Preferred Stock to Bunge.
 
 Section
5.10                           Limitations
on Disposition and Legend.
 
 (a)
              Purchaser
      and REG acknowledge and agree that the Company shall be
              entitled
      to distribute the REG Stock and the Escrowed Shares (upon release of such
      shares from the Escrow Fund) to the Members in the Company's discretion
      without regard to the provisions of this Section 5.10 and without the
      approval or consent of REG, the Purchaser or any other shareholder of REG.
      Without in any way limiting the representations set forth in Article II
      hereof, each Member agrees upon receipt from the Company of the REG Common
      Stock and the Escrowed Shares not to make any disposition of all or any
      portion of the shares of the REG Common Stock or the Escrowed Shares
      unless (i) the transferee has agreed in writing for the benefit of such
      Member and REG to be bound by this Section 5.10
      and the Stockholder Agreement, provided and to the extent this Section and
      such agreement are then applicable; (ii) if such disposition is proposed
      prior to the expiration of the period described in Section 3(b) of the
      Stockholder Agreement, the aggregate number of holders of the shares of
      REG Common Stock issued pursuant to this Agreement (calculated for
      purposes of Section 12(g) under the Exchange Act and the rules and
      regulations promulgated thereunder, as in effect at the time of the
      disposition) after giving effect to the proposed distribution will not
      exceed three hundred (300); (iii) at least two (2) years since the Closing
      or the lock up period (not to
exceed
 one
hundred eighty (180) days after an initial public offering of REG Common Stock
has elapsed, whichever is earlier; and (iv):
 
 (A) there is then in effect a
Registration Statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such Registration
Statement; or
 
 (B)  (1)
      such Member shall have notified REG of the proposed disposition and shall
      have furnished REG with a detailed statement of the circumstances
      surrounding the proposed disposition, and (2) if reasonably requested by
      REG, such Member shall have furnished REG with an opinion of counsel, or
      other evidence, reasonably satisfactory to REG that such disposition will
      not require registration of such shares under the Securities Act. It is
      agreed that REG will not require opinions of counsel for transactions made
      pursuant to Rule 144 except in unusual
  circumstances.
 
 (b) The Company understands that each
of the certificates evidencing the REG Common Stock to be acquired hereunder may
bear the following legends:
 
 "THE SALE
OR TRANSFER OF SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO AGREEMENTS
DATED JULY 18, 2007 AND MARCH _, 2008 BETWEEN RENEWABLE ENERGY GROUP, INC., AND
CERTAIN OF ITS STOCKHOLDERS, COPIES OF WHICH AGREEMENTS ARE AVAILABLE UPON
REQUEST TO THE SECRETARY OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED PURSUANT
TO AN INVESTMENT REPRESENTATION ON THE PART OF THE REGISTERED HOLDER THEREOF FOR
SUCH HOLDER'S OWN ACCOUNT FOR INVESTMENT, AND SUCH SECURITIES SHALL NOT BE
TRANSFERABLE BY THE REGISTERED HOLDER EXCEPT UPON THE ISSUANCE OF A FAVORABLE
OPINION OF COUNSEL FOR THE CORPORATION AND/OR SUBMISSION TO THE CORPORATION OF
SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT
TRANSFER OF SUCH SECURITIES WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, OR
APPLICABLE STATE SECURITIES LAW.
 
 THE
CORPORATION WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND
WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE
ISSUED BY THE CORPORATION."
  21
  ARTICLE
VI
 CONDITIONS
TO CLOSING
 
 Section 6.1  Conditions to
Obligations of REG and the Purchaser. The obligations of REG and the
Purchaser to consummate the transactions contemplated by this Agreement are
subject to the satisfaction at or prior to the Closing of each of the following
conditions precedent:
 
 (a)
              The
      representations and warranties of Sellers set forth in Article II
      shall each be true and correct on and as of the Effective Date of this
      Agreement and as of the Closing Date with the same force and effect as
      though made on and as of the Closing Date (except to the extent that any
      representation or warranty is limited by its terms to a specific date or
      range of dates (in which case such representation and warranty need only
      be true and correct on the date or during the range of dates so
      specified)), except for any inaccuracies of representations or warranties
      the circumstances giving rise to which, individually or in the aggregate,
      do not or are not reasonably expected to have a Material Adverse Effect
      with respect to REG, Purchaser or the Company; provided, however, with
      respect to any representation or warranty which is qualified as to
      materiality or Material Adverse Effect, such qualification shall be
      disregarded for purposes of determining the satisfaction of this condition
      to Closing.
 
 (b)
              Each
      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 such Person prior to or at the
      Closing.
 
 (c)
              Each
      of the Sellers shall have delivered to REG and the Purchaser a
      certificate, executed by a duly authorized officer in his or her capacity
      as such, certifying that the conditions specified in Sections 6.1(a)
      and (b)
      have been satisfied.
 
 (d)
              There
      shall not be in force any order, judgment, injunction, decree or ruling by
      or before any Governmental Authority of competent jurisdiction, and there
      shall be no lawsuits, actions, claims, investigations or other proceedings
      at law or in equity pending or threatened against the Company, Sellers,
      the Purchaser or REG which, if decided adversely, would have the effect
      of, restraining, enjoining, prohibiting, invalidating or otherwise
      preventing the consummation of the transactions contemplated hereby or
      which would otherwise have a Material Adverse Effect on the Company or
      Assets or the ability of the Purchaser to acquire, own or use the Assets
      or to construct and operate the
Facility.
 
 (e)
              All
      of the material consents set forth on Schedules
      2.8(d) and 2.12 of the
      Company Disclosure Schedule (other than consents required by any
      Governmental Authority) shall have been obtained and shall be in form and
      substance reasonably satisfactory to REG and the Purchaser. Without
      limiting the generality of the foregoing, the Company shall have received
      the consent of Fifth Third Bank to the consummation of the transactions
      contemplated by this Agreement and the Transaction Documents without any
      acceleration of the indebtedness or payment required by the Company and
      containing any changes to the terms and conditions of the Fifth Third Bank
      Construction Loan Agreement and agreements and instruments related thereto
      substantially in accordance
  22
  with the loan commitment of Fifth Third
Bank to Purchaser of even date herewith, a copy of which has been provided by
Purchaser to Sellers; and the indebtedness of the Company to Fifth Third Bank
pursuant to the Construction Loan Agreement and in an amount not to exceed
$24,650,000 shall be outstanding and in full force and effect payable in
accordance with its stated terms without default or breach as a result of the
transactions contemplated by this Agreement.
 
 (f)
              On
      or before the Closing Date, BIG shall have delivered to REG and the
      Purchaser a fully executed copy of the Confidentiality and Noncompetition
      Agreement of BIG, in the form attached hereto as Exhibit G (the
      "Confidentiality
      Agreement").
 
 (g)
              Purchaser
      shall have received a leasehold title policy in form and substance
      satisfactory to Purchaser evidencing valid leasehold title to the Leased
      Real Property in accordance with the terms of the leases applicable to
      such Leased Real Property, free and clear of all Encumbrances, other than
      Permitted Liens.
 
 Section
6.2   Conditions to Obligations of the Sellers and the
Company. The obligations of the Sellers and the Company to consummate the
transactions contemplated by this Agreement are subject to the satisfaction at
or prior to the Closing of each of the following conditions
precedent:
 
 (a)
              The
      representations and warranties of REG and the Purchaser set forth in Article III
      shall each be true and. correct on and as of the Effective Date of this
      Agreement and as of the Closing Date with the same force and effect as
      though made on and as of the Closing Date, except to the extent that any
      representation or warranty is limited by its terms to a specific date or
      range of dates (in which case such representation and warranty need only
      be true and correct on the date or during the range of dates so specified)
      except for any inaccuracies of representations or warranties the
      circumstances giving rise to which, individually or in the aggregate, do
      not or are not reasonably expected to have a Material Adverse Effect with
      respect to Purchaser, REG or Sellers; provided, however, with respect to
      any representation or warranty which is qualified as to materiality or
      Material Adverse Effect, such qualification shall be disregarded for
      purposes of determining the satisfaction of this condition to
      Closing.
 
 (b)
              REG
      and the Purchaser 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 them prior to or at the
      Closing.
 
 (c)
              REG
      and the Purchaser shall have delivered to the Company a certificate,
      executed by a duly authorized officer of each of REG and the Purchaser in
      his or her capacity as such, certifying that the conditions specified in
      Sections
      6.2(a) and (b) have been
      satisfied.
 
 (d)
              There
      shall not be in force any order, judgment, injunction, decree or ruling by
      or before any Governmental Authority of competent jurisdiction
      restraining, enjoining, prohibiting, invalidating or otherwise preventing
      the consummation of the transactions contemplated
  hereby.
  23
  (e)
              Bunge
      shall have been relieved of its Debt Service Guaranty, in an amount not to
      exceed $700,000, of the Company's Debt Service Fund to Fifth Third
      Bank.
 
 (f)
              BIG
      shall have withdrawn the Two Million, Eight Hundred Thousand U.S. Dollars
      ($2,800,000), together with all accrued interest thereon, from the
      Company's Debt Service Fund deposited by BIG in the Debt Service Fund
      Account in connection with Company's indebtedness to Fifth Third
      Bank.
 
 (g)
              The
      Company shall have received the written consent of Fifth Third Bank to the
      consummation of the transactions contemplated by this Agreement and the
      Transaction Documents without any acceleration of the indebtedness or
      payment required by the Company and the Company shall have been released
      from the Construction Loan Agreement and all indebtedness evidenced
      thereby.
 
 (h)
              Purchaser,
      as successor tenant to BCA, and Bunge shall have agreed upon the terms of
      the assignment of that certain Amended and Restated Ground Lease Agreement
      dated November 3, 2006 between Bunge Milling, Inc. and BCA, including,
      without limitation the "base rent" pursuant to the terms of such
      lease.
 
 Section
6.3                                  Documents
to be Delivered at the Closing.
 
 (a) At the Closing, the Sellers, as
applicable, shall deliver to REG and the Purchaser, as applicable, the
following:
 
 (i)
              The
      Bill of Sale in the form attached hereto as Exhibit E
      executed by the Company;
 
 (ii)
              The
      Assignment and Assumption Agreement in the form attached hereto as Exhibit F
      executed by the Company;
 
 (iii)
              The
      Oil Feedstock Supply Agreement in the form attached hereto as Exhibit C
      executed by Bunge;
 
 (iv)                 The
Services Agreement in the form attached hereto as Exhibit
D
 executed by Bunge;
 
 (v)
              The
      Addendum to the Amended and Restated Stockholder Agreement dated July 18,
      2007 for the REG Common Stock in the form attached hereto as Exhibit H(the
      "Stockholder
      Agreement") executed by the Sellers; [Discuss - are the Sellers
      entering into a new Stockholder Agreement, or joining the current
      stockholder agreement]
 
 (vi)  The
      Registration Rights Agreement in the form attached hereto as Exhibit I (the
      "Registration
      Rights Agreement") executed by the
  Sellers;
  24
  (vii)
      Certified copies of the resolutions duly adopted by the Board of Managers
      and members of the Company authorizing the transfer of the Assets to
      Purchaser;
 
 (viii)  Certified
      copies of the resolutions duly adopted by the Board of Managers and
      members of BIG authorizing the transactions contemplated by this
      Agreement;
 
 (ix)  Any
      and all consents, filings, waivers, registrations, approvals or
      authorizations, with or by any Governmental Authority and all consents,
      waivers, approvals or authorizations of any other Person required for the
      consummation of the Closing;
 
 (xi)
              A
      statement of account of the Bank Balance owed by Company to Fifth Third
      Bank under the Construction Loan Agreement and a statement of the Assumed
      Liabilities as provided in Section
      1.2(d);
 
 (xii) The Escrow Agreement executed by
the Company; and
 
 (xiii)
      Such other customary documents as may be reasonably requested by the
      Purchaser related to the transactions contemplated by this
      Agreement.
 
 (b) At the Closing, the Purchaser and
REG shall deliver to the Escrow Agent the Escrow Amount in accordance with
Section 1.2(c), shall deliver the IFA Payment to the IFA in accordance with
Section 1.2(a) and shall deliver to the Members, as applicable, the
following:
 
 (i)                 Wire
transfer of the Cash Purchase Price as provided in Section 1.2
a;
 
 (ii)
              Certificates
      representing the shares of REG Common Stock as provided in Section
      1.2(b);
 
 (iii)                 The
Registration Rights Agreement executed by REG;
 
 (iv)
              The
      Oil Feedstock Supply Agreement executed by Purchaser, and the certificates
      representing the shares of its Series B Preferred Stock in exchange
      therefore as provided in Section
      5.9;
 
 (v)                 The
Services Agreement executed by Purchaser;
 
 (vi)
              Wire
      transfer of the Balance Differential Payment as provided in Section 1.2(b),
      if any;
 
 (vii)  The Assignment and
Assumption Agreement executed by the Purchaser;
 
 (viii)  The Escrow Agreement
executed by Purchaser; and
  25
  (ix)
              Such
      other customary documents as may be reasonably requested by the Company
      related to the transactions contemplated by this
  Agreement.
 
 ARTICLE
VII
 INDEMNIFICATION
 
 Section
7.1  Indemnification by the Sellers.(a) Each
Seller, severally as to itself and not jointly, shall indemnify the Purchaser
and REG and their respective Affiliates, partners, managers, directors, officers
and employees (collectively, the "Purchaser's Indemnified
Parties")
 from, and
defend and hold each of them harmless against, any and all Losses resulting from
or
 arising
out of-
 
 (i)
              Any
      breach or inaccuracy in any representation or warranty made by such Seller
      with respect to such Seller under Article II of this Agreement, the
      Company Disclosure Schedule hereto, or any certificate delivered or to be
      delivered to REG and the Purchaser by any Seller regarding Article II
      hereto;
 
 (ii)
              Any
      breach or nonfulfillment of any covenant, agreement or other obligation of
      such Seller under this Agreement (excluding any schedules or exhibits
      attached hereto) or any certificate delivered pursuant
    hereto.
 
 (b)
              Each
      Member, severally and not jointly, in accordance with their respective
      proportionate ownership of the Company Membership Interest on the
      Effective Date (which shall be 77.8% for BIG and 22.2% for Bunge), shall
      indemnify the Purchaser's Indemnified Parties from, and defend and hold
      each of them harmless against, any and all Losses resulting from or
      arising out of.
 
 (i)
              Any
      breach or inaccuracy in any representation or warranty made by the Company
      with respect to the Company under Article II of this Agreement, the
      Company Disclosure Schedule hereto, or any certificate delivered or to
      be-delivered to REG and the Purchaser by any Member regarding Article II
      hereto;
 
 (ii)
              Any
      breach or nonfulfillment of any covenant, agreement or other obligation of
      the Company under this Agreement (excluding any schedules or exhibits
      attached hereto) or any certificate delivered pursuant hereto; or
      (iii)
              Unsuccessful
      Performance Testing.
 
 Section
7.2   Indemnification by the Purchaser. REG and the
Purchaser, severally as to itself and not jointly as to or with the other, shall
indemnify the Sellers and their Affiliates, partners, managers, directors,
officers and employees (collectively, the "Seller Indemnified
Parties") from, and defend and hold each of them harmless against, any
and all Losses resulting from or arising out of:
 
 (a) Any breach or inaccuracy in any
representation or warranty made by REG or the Purchaser, respectively, under
this Agreement, the REG Disclosure Schedule or any certificate delivered or to
be delivered to the Sellers by REG or the Purchaser pursuant hereto;
or
  26
  (b) Any breach or nonfulfillment of any
covenant, agreement or other obligation of REG or the Purchaser, respectively,
under this Agreement or any certificate delivered pursuant hereto.
 
 Section 7.3  Notice and
Defense of Third Party Claims.If any Proceeding shall be brought or
asserted against an indemnified party ("Indemnified Party")
in respect of which indemnity for Indemnified Amounts may be sought under this
Article from an indemnifying party ("Indemnifying Party"),
the Indemnified Party shall give prompt written notice of such Proceeding to the
Indemnifying Party. If any Proceeding is brought or asserted against an
Indemnified Party and it gives notice to the Indemnifying Party of the
commencement or assertion of such Proceeding, the Indemnifying Party will be
entitled to participate in such Proceeding and, to the extent that it wishes
(unless (i) the Indemnifying Party is also a party to such Proceeding and the
Indemnified Party determines in good faith that joint representation would be
inappropriate, or (ii) the Indemnifying Party fails to provide reasonable
assurance to the Indemnified Party of its financial capacity to defend such
Proceeding and provide indemnification with respect to such Proceeding), to
assume the defense of such Proceeding, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all expenses
related to such defense (except as provided herein) and, after notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such Proceeding, the Indemnifying Party will not, as long as it
diligently conducts such defense, be liable to the Indemnified Party under this
Article VII for
any fees of other counsel or any other expenses with respect to the defense of
such Proceeding, in each case subsequently incurred by the Indemnified Party in
connection with the defense of such Proceeding; provided that any delay or
failure to so notify the Indemnifying Party shall relieve the Indemnifying Party
of its obligations hereunder only to the extent, if at all, that.it is
prejudiced by reason of such failure or delay. Actual or threatened action by a
Governmental Authority or other Person is not a condition or prerequisite to the
Indemnifying Party's obligations under this Article VII. If the
Indemnifying Party assumes the defense of a Proceeding, (i) it will be
conclusively established for purposes of this Agreement that the claims made in
that Proceeding are within the scope of and subject to indemnification under
this Article
VII; (ii) no compromise or settlement of such claims may be effected by
the Indemnifying Party without the Indemnified Party's consent unless (A) there
is no finding or admission of any violation of Legal Requirement or any
violation of the rights of any Person and no effect on any other claims that may
be made against the Indemnified Party, and (B) the sole relief provided is
monetary damages that are paid in full by the Indemnifying Party and that
includes as an unconditional term thereof the release by the claimant or the
plaintiff of the Indemnified Party from all liability in respect of such
Proceeding and the matters that are subject to the indemnification claim; and
(iii) the Indemnified Party will have no liability with respect to any
compromise or settlement of such claims effected without its consent. The
Indemnified Party shall have the right to employ separate counsel in any
Proceeding in which the Indemnifying Party has assumed the defense and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnified Party (notwithstanding any other
provision of this Article VII) unless
the Indemnifying Party has failed or refuses to employ counsel or unless the
Indemnifying Party is not pursuing the defense of the Proceedings or that there
exists actual or potential conflicts of interest which make representation by
the same counsel inappropriate. The Indemnified Party's right to participate in
the defense or response to any Proceeding shall not be deemed to limit or
otherwise modify the Indemnifying Party's obligations under this Article VII. If
notice is given
 to an
Indemnifying Party of the commencement of any Proceeding and the Indemnifying
Party does not, within twenty (20) days after the Indemnified Party's notice is
given, give notice to the Indemnified Party of its election to assume the
defense of such Proceeding, the Indemnified Party will have the right to
undertake the defense of such Proceeding. Any settlement or compromise made or
caused to be made by the Indemnified Party (unless the Indemnified Party has the
exclusive right to settle or compromise under Section 7.3) or the
Indemnifying Party, as the case may be, of any Proceeding of the kind referred
to in Section
7.3 shall also be binding upon the Indemnifying Party or the Indemnified
Party, as the case may be, in the same manner as if a final judgment or decree
had been entered by a court of competent jurisdiction in the amount of such
settlement or compromise; provided, that (i) no obligation, restriction or Loss
shall be imposed on the Indemnified Party as a result of such settlement or
compromise without its prior written consent, which consent shall not be
unreasonably withheld, and (ii) the Indemnified Party will not compromise or
settle any such Proceeding without the prior written consent of the.
Indemnifying Party, which consent shall not be unreasonably
withheld.
 
 Section
7.4   Limitations of Liability
 
 (a) An Indemnifying Party shall have no
liability under Sections 7.1(a)(i),
7.1(b)(i) or
7.2(a)(i)
unless notice of a claim for indemnity, or notice of facts as to which an
indemnifiable Loss is expected to be incurred, shall have been given to the
Indemnifying Party before the expiration of the applicable representation or
warranty pursuant to Section 9.1 of this
Agreement.. Notwithstanding any other provision contained in this Agreement, the
Purchaser's Indemnified Parties shall make no claim for indemnification under
Section
7.1(b)(iii) unless and until the Purchaser's Indemnified Parties shall
have exhausted their remedies against Fagen, Inc. and De Smet Ballestra North
America, Inc. for breach of the Fagen Agreement and/or the De Smet Agreement;
provided, however, the Purchaser's Indemnified Parties shall be reimbursed from
the Escrow Fund for any Losses incurred by the Purchaser's Indemnified Parties
in pursuit of such remedies within thirty (30) days after request therefor to
Members by the Purchaser's Indemnified Parties.
 
 (b)
              Notwithstanding
      any provision of this Article VII to
      the contrary, amounts owed by an Indemnifying Party to an Indemnified
      Party shall be reduced by the amount of any mitigating recovery or benefit
      an Indemnified Party shall have received or otherwise enjoyed with respect
      thereto from any amounts recovered by the Indemnified Party under any
      insurance policies, without regard to whether the Indemnified Party or
      another person paid the premiums therefor. If such a recovery is received
      by an Indemnified Party after it receives payment or other credit under
      this Agreement with respect to Indemnified Amounts, then a refund equal to
      the aggregate amount of such recovery shall be made promptly to the
      Indemnifying Party.
 
 (c)
              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 VII AND
      SECTION
      8.2; PROVIDED, HOWEVER, THAT THE LIMITATIONS SET FORTH IN
      THIS
  27
  SECTION
              7.4
              SHALL
      NOT APPLY IN THE CASE OF FRAUD OR AN INTENTIONAL MISREPRESENTATION BY ANY
      INDEMNIFYING PARTY. 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), EXCEPT
      FOR FRAUD OR INTENTIONAL MISREPRESENTATION, 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.
 
 (d)
              An
      Indemnifying Party shall have no liability to an Indemnified Party under
      Section 7.1or 7.2 hereof,
      except as provided in the proviso in the first sentence of Section 7.4(c),
      unless the aggregate amount of the Losses incurred by the Indemnified
      Party exceeds Five Hundred Thirty-seven Thousand U.S. Dollars (U.S.
      $537,000), and in such event the Indemnifying Party shall be required to
      pay (subject to the next sentence) the entire amount of all such Losses
      for which each Indemnifying Party is obligated to pay under this Article VII in
      an aggregate amount for. Sellers or for REG and the Purchaser, as the case
      may be, not to exceed the amounts set forth in this Section 7.4(d). All
      indemnifiable Losses shall be paid or reimbursed out of the Escrow Fund
      first through the payment of cash and next through the surrender of
      Escrowed Stock (at a the value set forth in Section 1.2 (f)); provided,
      that any claim for indemnifiable Losses asserted against Bunge shall only
      be paid or reimbursed out of the Escrow Fund to the Purchaser's
      Indemnified Parties up to the percentages of Escrowed Cash and Escrowed
      Stock which are apportioned to Bunge upon distribution from the Company in
      accordance with Section 1.2(c) and any claim for indemnifiable Losses
      asserted against BIG shall only be paid or reimbursed out of the Escrow
      Fund to the Purchaser's Indemnified Parties up to the percentages of
      Escrowed Cash and Escrowed Stock which are apportioned to BIG upon
      distribution from the Company in accordance with Section 1.2 (c). After
      the exhaustion of the Escrow Fund or upon the release of the Escrow Fund
      in accordance with the terms of the Escrow Agreement, any claim for
      indemnification by the Purchaser's Indemnified Parties pursuant to Article
      VII shall be satisfied by the applicable Seller from REG Common Stock in
      value up to an aggregate amount for all Sellers of Five Million Dollars
      ($5,000,000), with such REG Common Stock valued in accordance with Section
      1.2(f).
 
 Section
7.5                             Survival.
 
 All representations, warranties,
covenants and obligations in the Agreement, the Company Disclosure Schedule, the
REG Disclosure Schedule, the certificates delivered pursuant to Article VI 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.
  28
  Section 7.6   Waiver
of Certain Damages. IN NO EVENT SHALL ANY INDEMNIFYING PARTY HAVE ANY
LIABILITY UNDER THIS AGREEMENT OR ANY AGREEMENT, CERTIFICATE OR OTHER DOCUMENT
RELATED HERETO OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY FOR ANY SPECIAL, SPECULATIVE, INCIDENTAL, PUNITIVE, INDIRECT
OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF
LIABILITY (WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE), AND WHETHER OR
NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
PROVIDED, HOWEVER, THAT THIS WAIVER SHALL NOT APPLY TO THE EXTENT SUCH SPECIAL,
SPECULATIVE, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARE AWARDED
IN A PROCEEDING BROUGHT OR ASSERTED BY A THIRD PARTY AGAINST AN INDEMNIFIED
PARTY.
 
 Section
7.7                           Express
Negligence.                                                      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.
 
 ARTICLE
VIII
 TERMINATION
 
 Section
8.1  Termination. This Agreement may be terminated at any time
prior to the Closing:
 
 (a) by the mutual written consent of
REG, the Purchaser and the Sellers;
 
 (b) by REG or the Purchaser by giving
written notice to the Sellers at any time (i) if any Seller has breached any
representation, warranty, covenant or agreement contained in this Agreement in a
manner that, individually or in the aggregate, has or is reasonably expected to
have a Material Adverse Effect with respect to Purchaser, REG or the Company or
a materially adverse effect on the timely consummation of the transactions
contemplated hereby, the Purchaser has notified the Seller of the breach and the
breach has continued uncured for a period of thirty (30) days after the notice
of breach or (ii) if the Closing shall not have occurred on or before the Target
Closing Date by reason of the failure of any condition precedent under Section 6.1 hereof or
if any such condition becomes impossible to fulfill (in each case, unless the
failure or impossibility results primarily from the Purchaser or REG breaching
any representation, warranty, covenant or agreement contained in this
Agreement); or
 
 (c) by the Sellers giving written
notice to the Purchaser and REG at any time (i) if REG or the Purchaser has
breached any representation, warranty, covenant or agreement contained in this
Agreement in a manner that, individually or in the aggregate,
  29
  has or is
reasonably expected to have a Material Adverse Effect with respect to Purchaser,
REG, Members or the Company or a materially adverse effect on the timely
consummation of the transactions contemplated hereby, the Sellers have notified
the Purchaser and REG of the breach and the breach has continued uncured for a
period of thirty (30) days after the notice of breach, or (ii) if the Closing
shall not have occurred on or before the Target Closing Date by reason of the
failure of any condition precedent under Section 6.2 hereof or
if any such condition becomes impossible to fulfill (in each case, unless the
failure or impossibility results primarily from a Seller breaching any
representation, warranty, covenant or agreement contained in this
Agreement).
 
 Section 8.2  Effect of
Termination; Liquidated Damages. Termination of this Agreement pursuant
to Section 8.1
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 5.6, this
Section 8.2,
Article VII and
Sections 9.1. 9.3.
9.6. 9.13 and 9.14. In the event
this Agreement is terminated pursuant to Section 8.1(b)(i),
Company shall pay to REG and Purchaser as liquidated damages One Million U.S.
Dollars (U.S. $1,000,000) in the manner and in the form determined by Purchaser
and as Purchaser's and REG's sole and exclusive remedy against Sellers for the
failure to close the transaction. In the event this Agreement is terminated
pursuant to Section
8.1(c)(i), REG, and Purchaser shall pay to Members as liquidated damages
One Million U.S. Dollars (U.S. $1,000,000) in the manner and in the form
determined by Members (including, without limitation, the release of Escrowed
Stock and/or Escrowed Cash contained in the Escrow Fund) as Sellers' sole and
exclusive remedy against Purchaser and REG for the failure to close the
transaction. The parties agree that the liquidated damages as provided in this
Section 8.2 are
reasonable in light of (i) the anticipated or actual harm caused by termination
of this Agreement, (ii) the difficulties of proof of loss, and (iii) the
inconvenience or nonfeasability of otherwise obtaining an adequate remedy. As
provided in this Section 8.2,
liquidated damages shall be the sole remedy available for failure to close the
transaction; provided, however,
that this Section
8.2 shall not prohibit or limit any other remedies, in law or in equity,
to which a party may be entitled after the close of the transaction for any
breach of this Agreement.
 
 ARTICLE
IX
 MISCELLANEOUS
 
 Section
9.1  Survival. The representations and warranties contained in
Articles II and
IIIshall
survive for twelve (12) months after the date such representation and warranty
at issue is made under this Agreement, except that (a) all representations and
warranties set forth in Sections 2.7 and
2.10 hereof
shall survive until the expiration of all applicable statutes of limitation and
any extensions thereof and (b) all representation and warranties set forth in
Sections 2.1,
2.2, 3.1, 3.2, and 3.3 will continue in
full force and effect indefinitely. All other obligations of the parties hereto
shall survive indefinitely.
 
 Section 9.2  Amendment and
Modification; Waiver.Any term of this Agreement may be amended, modified
or supplemented and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only by the written agreement of the Sellers and the Purchaser.
Any waiver
  30
  pursuant
to this Section
9.2 shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.
 
 Section
9.3   Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if (i) delivered
personally, (ii) mailed by registered or certified mail (return receipt
requested), whereupon notice shall be deemed given three days after mailing,
(iii) sent by facsimile with confirmation, to the other party at the following
addresses or (iv) electronically transmitted to the extent permitted by
applicable law and provided an email address is set forth below for such party
(or at such other address for a party as shall be specified by like notice;
provided that notices of a change of address shall be effective only upon
receipt thereof):
 
 If to
BIG,
to:                                                                Biodiesel
Investment Group, LLC
 1661 International Drive, Suite
400
 Memphis, Tennessee 38120
 Attn: Mark A. Burke,
President
 Telephone
No.:                                901-818-3033
 Facsimile
No.:                                901-767-4441
 Email:
mburke@markaburke.com
 
 with a
copy
to:                                                                Wyatt,
Tarrant & Combs, LLP
 500 West Jefferson Street, Suite
2800
 Louisville, Kentucky
40202
 Attn: Robert A. Heath
 Telephone No.:
502-562-7201
 Facsimile
No.:                                502-589-0309
 Email:
rheath@wyattfirm.com
 
 If to
Bunge,
to:                                                      Bunge
North America, Inc.
 11720 Borman Drive PO Box
28500
 St. Louis, Missouri 63146
 Attn: General Manager-
Biofuels
 Telephone No.:
314-292-2512
 Facsimile
No.:                                314-292-2112
 
 with a
copy
to:                                                                Bunge
North America, Inc.
 11720 Borman Drive PO Box
28500
 St. Louis, Missouri 63146
 Attn: General Counsel
 Telephone No.:
314-292-2512
 Facsimile
No.:                                314-292-2112
 
 Thompson Coburn, LLP
 One US Bank Plaza
 St. Louis, Missouri
63101
  31
  Attn: Kimberly M. Eilerts
 Telephone No.:
314-552-6172
 Facsimile No.:
314-552-7172
 Email:
keilerts@thompsoncobum.com
 
 If to
REG,
to:                                                                Renewable
Energy Group, Inc. and
 REG Danville, LLC
 416 S. Bell Avenue PO Box
888
 Ames, IA 50010
 Attn: Jeffrey Stroburg
 Telephone No.:
515-239-8121
 Facsimile
No.:                                515-239-8009
 Email:
jeff.stroburg@regfuel.com
 
 with a
copy
to:                                                                Wilcox
Policing Gerken Schwartzkopf & Copeland, P.C.
 115 E. Lincolnway Street, Suite
200
 Jefferson, Iowa
 Attn: John A. Gerken,
Esq.
 Telephone No.:
515-386-3158
 Facsimile
No.:                                515-386-8531
 Email:
jgerken@wilcoxlaw.com
 
 If to
Purchaser,
to:                                                                Blackhawk
Biofuels, LLC
 225 Chicago Avenue
 Freeport, IL 61032-4230
 Attn: Ron Mapes, Chair
 Telephone No.:
815-235-2461
 Facsimile No.:
815-235-4727
 Email:
mapesfarms@bllchawk.net
 
 with a
copy
to:                                                                Lindquist
& Vennum, PLLP
 4200 IDS Center
 80 South Eighth Street
 Minneapolis, MN
55402-2274
 Attn: Dean Edstrom
 Telephone No.:
612-371-3955
 Facsimile No.:
612-371-3207
 Email:
dedstrom@lindquist.com
  32
  
 If to the
Company,
to:                                                                           Biofuels
Company of America, LLC
 1661 International Drive, Suite
400
 Memphis, Tennessee 38120
 Attn: Mark A. Burke,
President
 Telephone No.:
901-818-3033
 Facsimile No.:
901-767-4441
 Email:
mburke@markaburke.com
 
 Section 9.4   Further
Assurances. Each party agrees to execute and deliver such other
documents, certificates, agreements, and other writings and to take such other
actions as may be necessary or desirable in order to consummate or implement
expeditiously the transactions contemplated by this Agreement.
 
 Section
9.5  Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by (a)
the Purchaser or REG without the prior written consent of the Sellers; (b) the
Sellers or any of them without the prior written consent of the Purchaser and
REG; (c) the Purchaser without the prior written consent of REG; or (d) REG
without the prior written consent of Purchaser. No permitted assignment shall
relieve the assigning party of any of its obligations hereunder.
 
 Section
9.6   Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT
REGARD TO PRINCIPLES REGARDING CONFLICTS OF LAWS.
 
 Section
9.7   Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall-be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
 
 Section
9.8   Counterparts.This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
 
 Section
9.9   Facsimile Signatures. 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.
 
 Section 9.10   No
Third-Party Beneficiaries. No provision of this Agreement is intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder.
 
 Section
9.11   Interpretation.The article and section headings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way affect the meaning
or interpretation of this Agreement.
  33
  Section 9.12   Entire
Agreement. This Agreement, including the documents, schedules,
instruments and agreements referred to herein, and the agreements and documents
executed. contemporaneously herewith embody the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof.
There are no restrictions, promises, representations, warranties, covenants, or
undertakings, other than those expressly set forth or referred to herein or
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
 
 Section
9.13   Expenses. Each of the parties hereto shall bear its
own expenses in connection with the negotiation, execution and performance of
this Agreement, the Transaction Documents and the transactions contemplated
hereby and thereby.
 
 Section 9.14   Jury
Waiver.                                                           EACH
OF THE PARTIES HEREBY
 UNCONDITIONALLY
WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO AND IN ANY ACTION, PROCEEDING,
CLAIM, COUNTERCLAIM, DEMAND, DISPUTE OR OTHER MATTER WHATSOEVER ARISING OUT OF
THIS AGREEMENT.
 
 Section
9.15   Confidentiality. After Closing, REG and the
Purchaser will, and will ensure that their respective Affiliates and
Representatives will hold in strict confidence and not use in any way except in
connection with the consummation of the transactions contemplated hereby, any
confidential information regarding the Members or the business of the Members
obtained in connection with the transactions contemplated hereby.
 
 
 
 [SIGNATURE
PAGE FOLLOWS]
  34
  IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first above written.
 SELLERS:
 BIODIESEL INVESTMENT
 GROUP, LLC
 
 
 By:
__________________________
 Name:
 Title:
 
 BUNGE NORTH AMERICA, INC.
 
 
 By:  ___________________________
 Name:
 Title:
 
 REG:
 
 RENEWABLE ENERGY GROUP,
INC.
 
 
 By:
____________________________
 Name:
 Title:
 
 PURCHASER:
 
 BLACKHAWK BIOFUELS, LLC
 
 
 By:
_____________________________
 Name:
 Title:
 
 COMPANY:
 
 BIOFUELS COMPANY OF AMERICA,
LLC
 
 
 By:  ____________________________
 Name:
 Title:
 
 ASSET
PURCHASE AGREEMENT SIGNATURE PAGE
  35
  EXHIBIT
A
 DEFINITIONS
 
 For the purposes of this Agreement, the
following terms shall have the meanings, specified or referred to below whether
or not capitalized when used in this Agreement.
 
 "Acquisition Proposal"
shall have the meaning set forth in Section
5.4.
 
 "Affiliate" means,
with respect to a specified Person, (a) any Entity of which such Person is an
executive officer, manager, 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, manager, 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; (c) if such Person is an Entity, any executive officer, manager,
director, 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, "manager" or
"director" means a member of the board of managers or board of directors, and
any other Person who performs a governance function similar to a member of the
board of managers or board of directors. 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. When used without
reference to a particular Person, "Affiliate" means an Affiliate of the
Company.
 
 "Agreement" means this
Purchase Agreement, including the schedules and exhibits attached hereto, which
are hereby incorporated herein.
 
 "Assets" shall mean
the Facility and all contracts (including, but not limited to, Assumed
Contracts), furniture, equipment, Intellectual Property Assets, personal
property and intangible assets (including tax credits and Governmental
Authorizations), and any leasehold interests in real property and fixtures,
excluding Excluded Assets, owned directly or indirectly by the
Company.
 
 "Assumed Contracts"
shall have the meaning set forth in Article
IV.
 
 "Assumed Liabilities"
shall mean the amount of the Fagen Retainage, the De Smet Retainage, the
Buchanan Street Bridge Retainage, the REG Start-Up Fees, and the REG Equipment
Allowance as of the Closing Date.
  36
  "Balance Differential
Payment" shall have the meaning set forth in Section
1.2(d).
 
 "Bank Balance" shall have the meaning
set forth in Section 1.2(d).
 
 "BIG" shall have the
meaning set forth in the recitals.
 
 "Buchanan Street Bridge
Retainage" shall mean the amount owed as of the Closing Date by the
Company under the Letter Agreement dated October 17, 2006, by and between the
Company and Bunge Milling, Inc. regarding the parties relative payments for the
Buchanan Street Bridge expansion project.
 
 "Bunge" shall have the
meaning set forth in the recitals.
 
 "Business Day" means a
day of the year on which banks are not required or authorized to close in New
York, New York.
 
 "Closing" shall have
the meaning set forth in Section
1.3.
 
 "Closing Date" shall
have the meaning set forth in Section
1.3.
 
 "Closing Indebtedness"
shall be determined as provided in Section
1.2(d).
 
 "Code" means the
Internal Revenue Code of 1986, as amended.
 
 "Company" shall have
the meaning set forth in the recitals.
 
 "Company Disclosure
Schedule" shall mean the disclosure schedules of the Company and the
Members, which are attached hereto and made a part hereof.
 
 "Company Membership
Interests" shall have the meaning set forth in the recitals.
 
 "Confidentiality
Agreement" shall have the meaning set forth in Section
6.1(f).
 
 "Construction Loan
Agreement" means that certain Construction Loan Agreement between Company
as Borrower and Fifth Third Bank as Lender dated November 3, 2006, and all
related documents and agreements referred to therein.
 
 "DCEO Grant Agreement"
shall mean the Grant Agreement dated August 15, 2006 between State of Illinois
Department of Commerce and Economic Opportunity and Biofuels Company of America,
LLC: Notice of Grant Award No. 07-27003, Renewable Fuels
 Development
Program-Ethanol Plants.
 
 "DCEO Grant Credit"
shall mean the credit in the amount of two hundred thousand dollars ($200,000)
granted by Purchaser to Company as of the Closing Date in exchange for all
right, title and interest in and to the final payment under the DCEO Grant
Agreement.
  37
  "Debt Service Fund
Account" means that certain escrow account established on behalf of
Company to Fifth Third Bank whereby Company has deposited the required cash
portion of the Debt Service Amount, such cash portion in the amount of
$2,800,000, which amount represents eighty percent (80%) of the Debt Service
Fund Amount.
 
 "Debt Service Fund
Amount" means a total amount of $3,500,000 consisting of the required
cash portion in the amount of $2,800,000, representing eighty percent (80%) of
the total Debt Service Fund Amount, and the Debt Service Fund Guaranty for
$700,000, representing 20% of the total Debt Service Fund Amount.
 
 "Debt Service Fund
Guaranty" means that certain Guaranty given by Bunge to Fifth Third Bank
and dated on or about November 3, 2006, which Guaranty guarantees twenty percent
(20%) of the obligations of Company per to the Debt Service Fund (in lieu of a
cash deposit), and all amendments, modifications, replacements, restatements,
extensions and renewals thereof.
 
 "De Smet Agreement"
means the Equipment Purchase and Sale Agreement between the Company and De Smet
Ballestra North America, Inc. dated September 7, 2006, as amended, prior to the
Effective Date of this Agreement.
 
 "De Smet Retainage"
shall mean the retainage amount owed as of the Closing Date by the Company to De
Smet Ballestra North America, Inc. under the De Smet Agreement.
 
 "Effective Date" shall
have the meaning set forth in the recitals.
 
 "Encumbrance" means
any lien, pledge, hypothecation, charge, security interest, encumbrance, equity,
trust, equitable interest, claim, right of possession, burden, covenant,
infringement, interference, proxy, option, right of first refusal, legend,
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 Laws"
shall have the meaning set forth in Section
2.7(a).
 
 "Environmental
Permits" shall have the meaning set forth in Section
2.7(b)(i).
 
 "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 Internal Revenue Service or the Department of Labor
thereunder.
 
 "Escrow Agent" shall
have the meaning set forth in Section
1.2(c).
  38
  "Escrow Agreement"
shall have the meaning set forth in Section
1.2(c).
 
 "Escrow Amount" shall
have the meaning set forth in Section
1.2(c).
 
 "Escrowed Cash" shall
have the meaning set forth in Section
1.2(c).
 
 "Escrowed Stock" shall
have the meaning set forth in Section
1.2(c).
 
 "Escrow Fund" shall
have the meaning set forth in Section
1.2(c).
 
 "Excluded Assets"
shall mean raw materials, rolling stock and vehicles, office furniture, office
equipment, office computer hardware and software, cold filtration equipment, and
other equipment not included in the Fagen Agreement or De Smet
Agreement.
 
 "Facility" shall have
the meaning set forth in the Recitals.
 
 "Fagen Agreement"
means the Construction Management Services Agreement between the Company and
Fagen, Inc. dated September 8, 2006 as amended prior to the Effective Date of
this Agreement.
 
 "Fagen Retainage"
shall mean the retainage amount owed as of the Closing Date by the Company to
Fagen, Inc. under the Fagen Agreement.
 
 ["Fair Market Value"
shall mean the Fair Market Value of the common stock of REG determined in the
manner set forth in Section 4(b) of the Stockholder Agreement.]
 
 "Fifth Third Bank"
means Fifth Third Bank, a Michigan banking corporation, and Lender on the
Construction Loan Agreement.
 
 "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, 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"
shall have the meaning set forth in Section
2.7(b)(i).
 
 "IFA" means the
Illinois finance Authority.
  39
  "IFA Payment" means
One Million Dollars ($1,000,000) payable to the IFA.
 
 "Indemnified Party"
shall have the meaning set forth in Section
7.3.
 
 "Indemnifying Party"
shall have the meaning set forth in Section
7.3.
 
 "Intellectual Property
Assets" means
all patents, patent applications, copyrights, inventions, processes, formulas,
patterns, designs, know how, trade, secrets, confidential information, software,
technical information, process technology, plans, drawings and blue prints owned
or used by the Company or licensed by the Company as licensee or
licensor.
 
 "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. The Company shall be deemed to have "knowledge" of or to
have "known" a particular fact or other matter if Mark A. Burke is actually
aware of such fact or other matter.
 
 "Legal Requirement"
means any law, statute, ordinance, 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.
 
 "Loss" means any loss,
damage (including punitive damage), liability (including without limitation
STRICT LIABILITY), decline in value, fine, penalty, tax, fee, charge, cost or
expense (including, without limitation, costs of attempting to avoid or in
opposing the imposition thereof and the reasonable fees and expenses of
attorneys, accountants and other professional advisors).
 
 "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 and
results of operations.
 
 "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 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.
 
 "Performance Testing"
means the start-up testing described on Exhibit C to the De Smet Agreement
performed in accordance with Section 5.8 of this Agreement.
 
 "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, (ii) statutory liens for Taxes, assessments
and other similar governmental charges that are not yet
  40
  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 Company'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
Company's use of the property or asset, (vi) those liens, if any, permitted to
be imposed by the Purchaser, or (vii) mortgage liens and security interests
granted to Fifth Third Bank by the Company with respect to the Assets securing
indebtedness in an amount not to exceed $24,650,000 as of the Closing
Date.
 
 "Person" means any
individual, Entity or Governmental Authority.
 
 "Pilot Agreement"
means the Biodiesel Purchase Agreement dated October 17, 2006 by and between the
Company and Pilot Travel Centers, LLC.
 
 "Preliminary Testing"
means the start-up testing described on Exhibit J attached hereto.
 
 "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.
 
 "Purchaser" shall have
the meaning set forth in the recitals.
 
 "Purchaser Escrow
Agreement" shall mean that certain Escrow Agreement dated December 4,
2006 by and between Purchaser and State Bank, an Illinois banking
corporation.
 
 "Purchaser's Indemnified
Parties" shall have the meaning set forth in Section 7.1(a). "Real
Property" shall have the meaning set forth in Section
2.5(a).
 
 "REG" shall have the
meaning set forth in the recitals.
 
 "REG Common Stock"
shall have the meaning set forth in Section
1.2(b).
 
 "REG Disclosure
Schedule" means the disclosure schedules of Purchaser, which are attached
hereto and made a part hereof.
 
 "REG Equipment
Allowance" shall mean the amount of $20,000 to be paid by Purchaser to
REG following the Closing upon submission of an invoice therefor in exchange for
equipment to be provided by REG or its Affiliates to the Company and
Purchaser.
 
 "REG Financial
Information" shall have the meaning set forth in Section
3.5.
  41
  "REG Start-Up Fees"
shall mean the amount of $483,001 to be paid by Purchaser to REG following the
Closing upon submission of an invoice therefor in exchange for the testing and
start-up services provided by REG or its Affiliates to the Company and
Purchaser.
 
 "Registration Rights
Agreement" shall have the meaning set forth in Section
6.3(a)(vi).
 
 "Release" shall have
the meaning set forth in Section
2.7(b)(i).
 
 "Representatives"
means the Affiliates, 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
2.8(d).
 
 "SEC" means the
Securities and Exchange Commission.
 
 "Securities Act" shall
mean the Securities Act of 1933, as amended.
 
 "Seller Indemnified
Parties" shall have the meaning set forth in Section
7.2.
 
 "Stockholder
Agreement" shall have the meaning set forth in Section
6.3(a)(v).
 
 "Unsuccessful Performance
Testing" means the failure of the Facility to have been deemed accepted
by Purchaser in accordance with Section D of Exhibit C to the De Smet
Agreement.
 
 "Target Closing Date"
shall have the meaning set forth in Section
1.3.
 
 "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 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.
  42
  "Transaction
Documents" means the Bill of Sale, the Escrow Agreement, the Assignment
and Assumption Agreement, Stockholder Agreement, Registration Rights Agreement,
Confidentiality, and Noncompetition Agreement of Biodiesel Investment Group,
LLC, Oil Feedstock Supply Agreement and Services Agreement and the other
agreements and instruments contemplated hereby or thereby.
  43
  EXHIBIT
B
 ESCROW
AGREEMENT
  44
  EXHIBIT
C
 OIL
FEEDSTOCK SUPPLY AGREEMENT
  45
  EXHIBIT
D
 SERVICES
AGREEMENT
  46
  EXHIBIT
E
 BILL
OF SALE
  47
  EXHIBIT
F
 ASSIGNMENT
AND ASSUMPTION AGREEMENT
  48
  EXHIBIT
G
 CONFIDENTIALITY
AGREEMENT
  49
  EXHIBIT
H
 STOCKHOLDER
AGREEMENT
  50
  EXHIBIT
I
 REGISTRATION
RIGHTS AGREEMENT
  51
  REG
DISCLOSURE SCHEDULE
  52
  SCHEDULE
3.5
 FINANCIAL
INFORMATION
 
 (to
be attached)
  53
  SCHEDULE
3.6
 UNDISCLOSED
LIABILITIES
 
 (to
be attached)
  54