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
14
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