EXHIBIT 10.1

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

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “ Agreement ”) is made as of this 14 ^th 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 Section 1.3 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 ”):

(a)                                   Cash.  On the Closing Date, in addition to the Escrowed Cash, (i) Purchaser shall pay to the Company Five Million U.S. Dollars (U.S. $5,000,000) (the “ Cash Purchase Price ”) by wire transfer of immediately available funds to such account as designated by the Company, and Bunge and BIG shall agree prior to Closing as between themselves the amounts to be received by Bunge and BIG upon distribution by the Company to the Members of the Cash Purchase Price (less appropriate reserves established by the Company, if any), and (ii) Company shall pay 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, in addition to the Escrowed Stock, 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 shall agree prior to Closing as between themselves the number of shares to be received by Bunge and BIG upon distribution by the Company to the Members of the REG Common Stock (less appropriate reserves established by the Company, if any);

(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 shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; 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.

(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 ”) plus the

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Assumed Liabilities less the DCEO Grant Credit less the Reimbursements (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 less the Reimbursements shall not exceed $24,650,000 and the Company shall pay any liabilities in excess of such amount.  The parties agree to the following additional adjustments conditional and effective upon Closing:  (a) the Company shall pay for its insurance and interest expense; (b) the Company shall pay for the cost of security through the successful completion of the Preliminary Testing and thereafter Purchaser shall reimburse the Company for security expenses incurred consistent with past practice; (c) Purchaser shall reimburse the Company at cost for raw material inputs for production at the Facility which are reasonably and necessarily incurred by the Company prior to Closing; (d) Purchaser shall reimburse the Company for utility expenses commencing March 15, 2008 through the Closing Date; and (e) Purchaser shall pay for or reimburse the Company for the expense of Ambitech (Bill Cloyd) incurred prior to Closing as it relates to management of the Facility upgrades only, but not otherwise.  Any such adjustments shall be settled at Closing.  Any such reimbursements to the extent allowed by Fifth Third Bank as an advance against the Construction Loan Agreement by the Company shall be referenced herein as the “ Reimbursements ”.

(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 $10.25 per share 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 “ Closing ”) shall take place at the offices of Nyemaster, Goode, West, Hansell &

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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 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.  The Purchaser and REG shall deliver to the Members and the Company all of the documents required in Section 6.3 .

(c)   All of the documents and instruments delivered at the Closing shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the parties’ respective counsel.

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,

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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 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

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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.  The Company has paid, discharged or reserved for, 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

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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.

(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:

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(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;

(e)                                   any waiver or release of any material right or claim with respect to the Company or any of the Assets except for change orders provided to the Purchaser and REG by the Company as described on Schedule 4 of the Company Disclosure Schedule;

(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

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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

(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 the Purchaser or REG.  Sellers do not have any knowledge that any Assumed Contract is not a valid and binding agreement of the other parties thereto.

(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

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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, non-renewal 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 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

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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 and REG.  Except as set forth on Schedule 2.12 of 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 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 2.12 of 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

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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

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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 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 the Purchaser and REG, 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. The Purchaser and REG are each duly organized, validly existing and in good standing under the laws of their jurisdiction of

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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 the Purchaser and REG necessary for the authorization, execution and delivery of this Agreement and the Transaction Documents contemplated hereby to which the Purchaser or REG, respectively, is a party, and the performance of the obligations of the Purchaser and REG hereunder and thereunder, have been taken.  The Purchaser and REG have each duly and validly executed and delivered this Agreement and each of the Transaction Documents contemplated hereby to which the Purchaser or REG, respectively, is a party.  This Agreement and each of the Transaction Documents contemplated hereby to which the Purchaser or REG is a party constitutes valid and binding obligations of the Purchaser or REG, respectively, enforceable against the Purchaser or REG 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.

Section 3.3                                    Noncontravention.  Neither the execution and delivery by the Purchaser or REG 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 the Purchaser or REG, (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 the Purchaser or REG or to which the Purchaser or REG 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 the Purchaser or REG 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

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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 i