Exhibit 10.4
RULE 145 AFFILIATE
LETTER
, 2009
REG Newco, Inc.
416 S. Bell Ave.
Ames, Iowa 50010
Dear Sir/Madam:
Reference is made to the terms of
that certain Amended and Restated Agreement and Plan of Merger
executed August 7, 2009 (the “ Agreement
”), by and among REG Newco, Inc., a Delaware corporation
(“ Newco ”), REG Danville, LLC, a
Delaware limited liability company and wholly owned subsidiary of
Parent (“ MergerLLC ”), Blackhawk
Biofuels, LLC, a Delaware limited liability company (the “
Company ”), and Renewable Energy Group, Inc., a
Delaware corporation (“ REG ”), pursuant
to which MergerLLC will merge with and into the Company and the
units of Company membership interests shall be converted to into
the right to receive shares of Newco’s common stock, par
value $0.0001 per share (“ Newco Common Stock
”) and shares of Newco preferred stock, par value $0.0001 per
share, (“ Newco Preferred Stock ”), on
the Closing Date (the “ Transaction ”).
Terms used but not defined in this letter shall have the meanings
ascribed to such terms in the Agreement.
I understand that I may be deemed to
be an “affiliate” of Company, as such term is defined
for purposes of paragraphs (c) and (d) of Rule 145
(“ Rule 145 ”) promulgated under the
Securities Act of 1933, as amended (including the rules and
regulations promulgated thereunder, the “ Act
”).
If in fact I were to be deemed an
“affiliate” of Company under paragraphs (c) and
(d) of Rule 145, my ability to sell, transfer or otherwise
dispose of any shares of Newco Common Stock and Newco Preferred
Stock received by me pursuant to the Transaction may be restricted
under current law.
I hereby represent, warrant and
covenant to Newco that:
I will not sell, pledge, transfer or
otherwise dispose of any Newco Common Stock or Newco Preferred
Stock unless (i) such sale, pledge, transfer or other
disposition has been registered under the Act, (ii) such sale,
transfer or other disposition is made in conformity with the
provisions of Rule 145 under the Act (as such rule may be amended
from time to time), or (iii) in the opinion of counsel in form
and substance reasonably satisfactory to Newco, or under a
“no-action” letter obtained by me from the staff of the
Securities and Exchange Commission (the “ SEC
”), (a) such sale, pledge, transfer or other disposition
will not violate or is otherwise exempt from registration under the
Act and (b) such sale, pledge, transfer or other disposition
otherwise complies with all applicable laws;
1
I hereby acknowledge that Newco is
under no obligation to register the sale, transfer, pledge or other
disposition by me
