Exhibit 10.7
NON-COMPETITION AGREEMENT
THIS
NON-COMPETITION AGREEMENT (this “ Agreement ”),
dated as of August 1, 2006, is entered into by (i) West Central
Cooperative, an Iowa cooperative association, REG, LLC (f/k/a
Renewable Energy Group, LLC), an Iowa limited liability company,
and InterWest, L.C., an Iowa limited liability company (the “
Stockholders ” or singularly, a “
Stockholder ”), and (ii) Renewable Energy Group, Inc.,
a Delaware corporation (the “ Company
”).
RECITALS
WHEREAS, the
Company has been recently created and organized in connection with
a proposed transaction (the “ Proposed Transaction
”) pursuant to which (i) the Stockholders on the date hereof
will each contribute assets to the capital of the Company in
exchange for Common Stock and (ii) NGP Energy Technology Partners,
L.P., a Delaware limited partnership, and Natural Gas Partners
VIII, L.P., a Delaware limited partnership (collectively, “
NGP ”), on the date hereof will purchase Series A
Senior Convertible Preferred Stock as provided in that certain
Stock Purchase Agreement dated August 1, 2006 by and among the
Company, the Stockholders and NGP (the “ Stock Purchase
Agreement ”); and
WHEREAS, the execution and delivery of this
Agreement by the parties is a condition to the consummation of the
transactions contemplated by the Proposed Transaction.
AGREEMENT
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement,
intending to be legally bound, hereby agree as follows:
1.
Covenant Not To Compete .
a.
Each Stockholder acknowledges the valuable consideration of the
agreements set forth in the Stock Purchase Agreement and recognizes
such Stockholder’s possession of confidential information
regarding the Company and the production, gathering, transporting,
marketing, treating or processing of biodiesel or by-products of
the production thereof or the ownership, lease, acquisition,
construction or operation of biodiesel facilities (the “
Biodiesel Business ”) and acknowledges and recognizes
the highly competitive nature of the Biodiesel Business.
Accordingly, in consideration of the agreements among the parties
set forth in this Agreement and the Stock Purchase Agreement, each
Stockholder agrees that, until such Stockholder no longer owns any
Common Stock or other equity interest in the Company, the
Stockholder will not, for any reason whatsoever, either
individually or through one or more of its Affiliates, directly or
indirectly (i) engage or participate in any manner, other than
through the Company, in the Biodiesel Business, (ii) divert, take
away or solicit, or attempt to divert, take away or solicit any
Biodiesel Business of the Company, (iii) solicit any employee or
agent of the Company for the purpose of inducing or otherwise
encouraging such employee or agent to terminate his or her
employment or relationship with the Company, or (iv) assist others
in engaging in any of the foregoing actions described in clauses
(i), (ii) or (iii) above. For
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