UNIT PURCHASE AGREEMENT

Exhibit 10.2

UNIT PURCHASE AGREEMENT

           THIS UNIT PURCHASE AGREEMENT (this “ Agreement ”) is made the 29 ^th day of July, 2009 by and between Soy Energy, LLC, an Iowa limited liability company (“ Soy Energy ”) and New Equity, LLC, an Iowa limited liability company (“ New Equity ”). Soy Energy and New Equity may hereinafter be collectively referred to as the “ Parties .”

           WHEREAS , Freedom Fuels, LLC, an Iowa limited liability company (“ Freedom Fuels ”), is a debtor-in-possession under title 11 of the United States Code (the “Bankruptcy Code”), in a case before the Bankruptcy Court for the Northern District of Iowa (the “ Bankruptcy Court ”); and

           WHEREAS , pursuant to that certain Asset Purchase Agreement of even date herewith by and between Soy Energy and Freedom Fuels (the “ Asset Purchase Agreement ”), Soy Energy has agreed to purchase certain assets of Freedom Fuels; and

           WHEREAS , it is anticipated that New Equity will be designated as the Freedom Fuels “DIP Lender” in the plan of reorganization of Freedom Fuels to be filed with the Bankruptcy Court (the “ Plan of Reorganization ”); and

           WHEREAS , pursuant to that certain Loan Agreement, dated June 5, 2009, by and between New Equity and Freedom Fuels and that certain Promissory Note, dated June 5, 2009, issued by Freedom Fuels to New Equity (the Loan Agreement and Promissory Note collectively referred to as the “ Loan Agreement ”), New Equity has agreed to make certain advances to Freedom Fuels (the “ DIP Loans ”), and which advances shall not be greater than $1,000,000 (the “ Maximum Loan Amount ”); and

           WHEREAS, New Equity has agreed to pay to BANKFIRST, a South Dakota State Bank (“Bankfirst”), cash in an amount equal to the Maximum Loan Amount (i.e. $1,000,000) less all advances actually made to Freedom Fuels by New Equity under the Loan Documents (as the term “ Loan Documents ” is defined in the Loan Agreement); and

           WHEREAS , New Equity desires to acquire a 20% equity interest in Soy Energy in exchange for New Equity’s interest in the DIP Loans and the other consideration described herein; and

           WHEREAS , Soy Energy agrees to issue to New Equity membership units of Soy Energy representing twenty percent (20%) of the outstanding membership units of Soy Energy (post issuance).

           NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is hereby agreed as follows:

ARTICLE I
SALE; CONSIDERATION; CLOSING

          Section 1.1      Sale and Purchase . Subject to the terms and conditions of this Agreement, at the Closing, Soy Energy shall sell and issue to New Equity, and New Equity shall purchase

eight thousand two hundred fifty-four (8,254) membership units of Soy Energy (the “ Units ”) representing twenty percent (20%) of the outstanding membership units of Soy Energy (post issuance). As consideration for the Units, New Equity shall pay or deliver to Soy Energy the following (collectively the “ Purchase Price ”):

          (a)     an Assignment Agreement dated the Closing Date (defined blow), assigning to Soy Energy all of New Equity’s right, title and interest in and to the DIP Loans (including all of New Equity’s interest in and to the Loan Agreement and the other Loan Documents);

          (b)     a promissory note, dated the Closing Date, in the original principal amount of $2,000,000, in the form attached as Exhibit A to this Agreement (the “ Dividend Cash Flow Note ”).

          Section 1.2      Offering Document . At least ten (10) days prior to Closing, Soy Energy shall provide New Equity with a Confidential Private Placement Memorandum (“ PPM ”) describing Soy Energy and the Units. New Equity’s obligation to purchase the Units hereunder shall be subject to its review of the PPM. In the event that New Equity determines it does not desire to purchase the Units after its review of the PPM, New Equity shall have ten (10) days from the delivery of the PPM to exercise its right to terminate this Agreement under Section 5.1(f) by providing Soy Energy written notice of termination within the ten (10) day period. Failure to provide notice within such period shall be deemed acceptance and approval of the obligations to purchase the Units, and the right to terminate this Agreement under Section 5.1(f) shall terminate and shall be of no further effect.

          Section 1.3      Closing . The consummation of the purchase and sale of the Units (the “ Closing ”) shall take place at the offices of BrownWinick, 666 Grand Avenue, Suite 2000 Des Moines, Iowa 50309 (or at such other place as the Parties may designate in writing) on a date to be specified by the Parties (the “ Closing Date ”), which date shall be no later than the fifth (5th) Business Day after satisfaction or waiver of the conditions set forth in Article IV of this Agreement, unless another time, date or place is agreed to in writing by the Parties. At the Closing, the Parties agree that the following shall occur:

          (a)     each of the conditions precedent (as applicable) in Section 4.1 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by Soy Energy;

          (b)     each of the conditions precedent (as applicable) in Section 4.2 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by New Equity;

          (c)     an appropriate notation shall be made on the books and records of Soy Energy as to the Units issued at the Closing to New Equity pursuant to the terms hereof, and Soy Energy shall issue and deliver the Units to New Equity.

          Section 1.4      Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

          (a)     Soy Energy shall deliver to New Equity:

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ARTICLE II
REPRESENTATIONS AND WARRANTIES

          Section 2.1      Representations by Soy Energy . New Equity’s purchase of the Units hereunder is predicated on the terms, facts, representations and warranties of Soy Energy set forth herein. Soy Energy hereby warrants and represents that:

          (a)     Soy Energy is a limited liability company duly organized and validly existing under the laws of the State of Iowa with full power to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use.

          (b)     This Agreement constitutes the legal, valid and binding obligation of Soy Energy, enforceable against Soy Energy in accordance with its terms. Subject only to its receipt of the member approvals contemplated by Section 3.2, Soy Energy has full power and authority to enter into and perform its obligations under this Agreement. Neither the execution and delivery of this Agreement nor the consummation or performance of the transactions contemplated by this Agreement will, directly or indirectly, (a) contravene or conflict with any provision of the organization documents, operating agreement, any resolutions of Soy Energy (or its members, agents or shareholders) or any other agreement to which Soy Energy’s is a party or by which its properties are bound, or (b) result in a violation of any governmental authorization, permit or license of Soy Energy. Except for approval of the Unit Holders contemplated by Section 3.2, Soy Energy is not required to give any notice or to obtain any consent in connection with the execution, delivery or performance of this Agreement.

          (c)     Soy Energy has timely filed all reports, schedules, forms, statements, exhibits and other documents required to be filed with the Securities and Exchange Commission (the “SEC”) by Soy Energy (the “Soy Energy SEC Documents”) under or pursuant to the Securities Exchange Act of 1934 (the “ Exchange Act ”) or the Securities Act of 1933, as amended (the “Securities Act”). As of their respective dates, or as subsequently amended prior to the date of this Unit Purchase Agreement, the Soy Energy SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Soy Energy SEC Documents, and none of the Soy Energy SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this sentence shall not apply to forward-looking statements which are not required to be updated pursuant to securities laws. The financial statements of Soy Energy included in the Soy Energy SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly present the financial position of Soy Energy as of the dates thereof and the results of its operations and cash flows for the periods then ended. Except as set forth in the Soy Energy SEC Documents, as of April 30, 2009, Soy Energy had no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), and as of the date of this Agreement there has not been any material change in the material liabilities or obligations of Soy Energy which are not reflected on the Soy Energy SEC Documents as of April 30, 2009.

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          Section 2.2      Representations by New Equity . The sale and issuance of the Units hereunder are predicated on the terms, facts, representations and warranties of New Equity set forth herein. New Equity hereby warrants and represents that:

          (a)     New Equity is a limited liability company duly organized and existing under the laws of the State of Iowa with full power to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use.

          (b)     This Agreement constitutes the legal, valid and binding obligation of New Equity, enforceable against New Equity in accordance with its terms. New Equity has full power and authority to enter into and perform its obligations under this Agreement. Neither the execution and delivery of this Agreement nor the consummation or performance of the transactions contemplated by this Agreement will, directly or indirectly, (a) contravene or conflict with any provision of the organization documents or any resolutions of New Equity (or its members, agents or shareholders), or (b) result in a violation of any governmental authorization, permit or license of New Equity. New Equity is not required to give any notice or to obtain any consent in connection with the execution, delivery or performance of this Agreement.

          (c)     As of the Closing, New Equity shall have: (i) received and carefully read a copy of the PPM; the articles of organization of Soy Energy (the “ Articles ”) and the operating agreement of Soy Energy (the “ Operating Agreement ”); (ii) received and carefully reviewed all requested information that New Equity considers necessary or advisable in order to make a decision regarding an investment in Soy Energy; and (iii) attained an understanding of each of the foregoing and the risks associated with an investment in the Units.

          (d)     New Equity understands that information provided about Soy Energy’s future plans and prospects is uncertain and subject to a number of uncertainties. New Equity is not relying on any financial projections in making an investment decision to purchase the Units.

          (e)     New Equity understands, acknowledges and agrees that the Units will be governed by the terms and conditions of the Operating Agreement and accepts, adopts and agrees to be bound by each and every term and provision of the Operating Agreement and to perform all obligations therein imposed upon a member in all respects as if New Equity had executed said Operating Agreement on the original date thereof. Simultaneously with the execution and delivery of this Agreement, New Equity shall execute and deliver a counterpart signature page to the Operating Agreement.

          (f)     New Equity understands that the securities purchased pursuant to this Agreement have not been registered with the Securities and Exchange Commission (SEC) or any state securities commission, that Soy Energy is relying upon the exemption from registration provided in Regulation D Rule 506 and various state exemptions, and that Soy Energy’s reliance on such exemptions is based in part upon the representations of New Equity contained herein.

          (g)     New Equity understands the Units have not been approved or disapproved by the SEC or state securities regulator or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of any information regarding Soy Energy that has been provided to New Equity.

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          (h)     New Equity intends to acquire the Units for its own account without a view to public resale or distribution within the meaning of Section 2(11) of the Securities Act and has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person, including through distribution to its members.

          (i)     New Equity has been encouraged to rely upon the advice of its legal counsel and accountants or other financial advisers with respect to the tax and other considerations in determining to purchase Units, has relied solely upon such representatives or New Equity’s own independent investigations, and not upon Soy Energy or its agents, with respect to tax, business, risk, economic and other considerations involved in this investment.

          (j)     New Equity understands the high risk of this investment and the financial hazard involved and can bear the economic risk of an investment in Soy Energy, including the lack of liquidity of the investment and the total loss of its investment, and has such knowledge and experience in business and financial matters, including the analysis of or participation in offerings of privately issued membership interests, as to be capable of evaluating the merits and risks of an investment in the Units.

          (k)     New Equity is competent to evaluate and establish that the investment is consistent with its risk tolerance and investment goals such that it can bear the economic risk of the purchase of Units including the total loss of its investment.

          (l)     New Equity acknowledges that during the course of discussions concerning the purchase of Units, it has been given the opportunity to ask questions of, and receive answers from, Soy Energy concerning the terms and conditions of this offering and other matters pertaining to this investment so as to understand more fully the nature of the investment and the purchase of the Units.

          (m)     New Equity understands and agrees that (i) the Units issued pursuant to this Agreement are subject to restrictions on transfer under certain tax and securities laws along with restrictions in the Operating Agreement, and (ii) if the Units or any part thereof are sold or distributed in the future, New Equity shall sell or distribute them pursuant to the terms of the Operating Agreement, the requirements of the Securities Act, applicable tax and securities laws and this Agreement.

          (n)     New Equity understands that there is no present market for the Units, that the Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the Units.

          (o)     New Equity understands that (i) Soy Energy has no obligation or intention to register any securities for resale or transfer under the Securities Act or the Exchange Act or any state securities laws or to take any action (including the filing of reports or the publication of information as required by Rule 144 under the Securities Act) which would make available any exemption from the registration requirements of any such laws, and (ii) New Equity therefore may be precluded from selling or otherwise transferring or disposing of the Units or any portion thereof for an indefinite period of time or at any particular time.

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          (p)     New Equity acknowledges that Soy Energy may refuse to transfer any Units to any person unless New Equity furnishes Soy Energy with a no action letter from the SEC or an opinion of counsel acceptable to Soy Energy stating that such transfer is not in violation of the Securities Act or state securities laws and will not violate any of the exemptions from federal and state securities registration relied upon by Soy Energy, and the transfer is made in accordance with the terms of the Operating Agreement.

          (q)     New Equity understands and agrees that Soy Energy may place a restrictive legend on any membership certificate evidencing ownership of the Units to give notice of the transfer restrictions described herein, and that, to enforce such legend, Soy Energy may place a stop transfer order with its registrar and transfer agent (if any) covering all certificates representing any of the Units.

          (r)     New Equity’s financial condition is such that New Equity does not have any present or contemplated need to dispose of any portion of the Units to satisfy any existing or contemplated undertaking, need or indebtedness.

          (s)     New Equity’s purchase of the Units is not the result of any general solicitation or general advertising, including, but not limited to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

          (t)     New Equity certifies, under penalty of perjury, that it is not subject to the backup withholding provisions of the Internal Revenue Code of 1986, as amended.

          (u)     The Investor Suitability Questionnaires which will be submitted to Soy Energy under Section 3.6 hereof are, to the Knowledge of New Equity, true and complete, and Soy Energy may rely on the truth and accuracy of the information for purposes of assuring compliance with the exemptions from the registration requirements of the Securities Act and applicable state securities laws.

          (v)     To the Knowledge of New Equity, the representations and warranties made by Freedom Fuels in the Asset Purchase Agreement and all schedules, exhibits and materials provided therewith, are and will be true and correct as of the date of this Agreement and the date of Closing. Notwithstanding the foregoing, and solely for purposes of Section 2.2(v) of this Agreement, any breach of this representation or multiple breaches of this representation which in the aggregate represent less than $50,000 shall not be considered a breach of this representation. For purposes of this Agreement, “ Knowledge ” or any similar phrase means (i) with respect to New Equity, the collective actual knowledge of David Quinlan, Ed Dannen and Dale McBride and (ii) with respect to Soy Energy, the collective actual knowledge of Chuck Sand and Rick Davis.

          (w)     New Equity has not undertaken, agreed to undertake, or will undertake any offering or other sale or distribution of securities that could adversely affect Soy Energy with respect to its qualification for exemption from registration of the issuance of the Units hereunder under applicable securities laws.

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          (x)     All offers or sales of securities (as defined by Section 2(3) of the Securities Act) by New Equity prior to the Closing were or will be in compliance with applicable state and federal securities laws and all applicable requirements of the exemption from registration afforded by Section 4(2) of the Securities Act or Regulation D under the Securities Act, including but not limited to the following:

          (y)     No person has acted, directly or indirectly, as a broker, finder or financial advisor for New Equity in connection with the transactions contemplated by this Agreement and no person is or will be entitled to any fee or commission or like payment in respect thereof.

ARTICLE III
COVENANTS AND OTHER AGREEMENTS

          Section 3.1      Bankruptcy Plan . Freedom Fuels will provide to Soy Energy a copy of the Plan of Reorganization to be submitted to the Bankruptcy Court at least five (5) days prior to submission to the Bankruptcy Court, and Soy Energy shall have the right to make such comments and recommendations to the Plan of Reorganization as it determines appropriate in its sole discretion in furtherance of the purposes and intent of the Asset Purchase Agreement and, as applicable, the transactions contemplated by this Agreement. If (a) Freedom Fuels does not comply with the delivery requirements or if Soy Energy, in its commercially reasonable discretion, has reasonably determined that the Plan of Reorganization submitted to or approved by the Bankruptcy Court imposes terms, rights or obligations on Purchaser that are materially changed from the provisions in the Asset Purchase Agreement, and as applicable, this Agreement, and (b) Soy Energy terminates the Asset Purchase Agreement, then Soy Energy shall have the right to terminate this Agreement by providing New Equity written notice of termination within ten (10) days from such termination of the Asset Purchase Agreement. Failure to provide notice within such period shall be deemed acceptance and approval of the plan of reorganization and the right to terminate this Agreement under this section shall terminate and shall be of no further effect.

          Section 3.2      Preparation of the Proxy Statement; Unitholder Meeting .

          (a)     Concurrent with the Purchaser Unitholder Meeting (as such term is defined by the Asset Purchase Agreement), and subject to compliance with the requirements of the Soy Energy Operating Agreement and applicable law, the board of directors of Soy Energy shall, subject to its fiduciary duties, use its commercially reasonable efforts to obtain the approval of its

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unitholders necessary to undertake the transactions provided for herein, including without limitation, the amendment of the Soy Energy Operating Agreement consistent with Section 3.3 hereof to alter the composition of the Soy Energy Board of Directors.

          (b)     If at any time prior to the Purchaser Unitholder Meeting, any information relating to Freedom Fuels, New Equity or Soy Energy should be discovered by New Equity which should be set forth in an amendment or supplement to the Proxy Statement (as such term is defined by the Asset Purchase Agreement), so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, New Equity shall promptly notify Soy Energy.

          Section 3.3      Soy Energy Board of Directors . Subject to the approval of the Soy Energy members, the Operating Agreement of Soy Energy will be amended to provide as follows with respect to the size and composition of the Board of Directors of Soy Energy:

          (a)     New Equity shall be provided with the right to appoint four (4) directors until the tenth anniversary of Closing. During those ten years, the Board of Directors of Soy Energy shall consist of eleven (11) directors. The seven (7) directors elected by the current Soy Energy members are: Chuck Sand, Ron Wetherell, Darrell Downs, Doug Lansink, Daryl Haack, Dave Langel and Dallas Thompson (the “ Soy Energy Directors ”). The four (4) initial directors to be appointed by New Equity are: Ed Dannen, Dave Quinlan, Tim Tracy, and Dale McBride (the “ New Equity Initial Appointees ”). All of the foregoing shall serve pursuant to the terms of this Section 3.3 and the Soy Energy Operating Agreement, in each case until their respective successors are duly elected and qualified.

          (b)     The New Equity Initial Appointees shall serve at the pleasure of New Equity. The appointment rights of New Equity shall terminate on the tenth (10 ^th ) anniversary of Closing and the terms of any New Equity appointees shall expire at the first annual meeting of Soy Energy following the tenth (10 ^th ) anniversary of Closing.

          (c)     No later than twelve (12) months after commencement of operations of the Corn Oil Pretreatment Facility described in the Asset Purchase Agreement, the Soy Energy Directors shall be placed in three different director groups as follows: Group 1; Group 2; and Group 3. The Group 1 director positions shall be up for election at the first Soy Energy member meeting following the one year anniversary of the commencement of operation of the Corn Oil Pretreatment Facility, with the Group 2 director positions up for election the following year, and so on. The members of Soy Energy prior to the Closing shall solely elect directors following the expiration of the terms of the Soy Energy Directors and until the tenth (10 ^th ) anniversary of Closing. Units issued hereunder to New Equity shall not be permitted to vote in such Soy Energy Director elections and shall not be included for purposes of determining a quorum.

          (d)     Following the tenth (10 ^th ) anniversary of Closing, directors shall be elected by all members of Soy Energy, without regard to any appointment rights or designated election groups for Soy Energy and New Equity. As such, at the first annual meeting of Soy Energy following the tenth (10 ^th ) anniversary of Closing, the four (4) positions occupied by the New Equity appointees shall be filled by election of all Soy Energy members to serve staggered terms as

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provided in the Soy Energy Operating Agreement, and the remaining Soy Energy Directors shall continue serving staggered terms as provided in the Soy Energy Operating Agreement.

          (e)     Due to concerns regarding conflicts of interest and the potential disclosure of confidential information between competing biodiesel plants, New Equity Initial Appointees and the Soy Energy Directors who do not execute the non-competition agreement in the form attached as Exhibit C to this Agreement shall not be eligible to participate in the board of directors referenced or any other governing or advisory board of Soy Energy; provided, however, that the board of directors of Soy Energy may waive this requirement in whole or in part for newly elected or appointed directors.

          Section 3.4      Restrictions on Transfer; Legend . The transfer of the Units issued hereunder is subject to restrictions on transfer pursuant to this Agreement, the Soy Energy Operating Agreement and tax and securities laws. In addition to any other applicable restrictions under law or the Soy Energy Operating Agreement, New Equity hereby agrees that, after Closing, it shall not issue any securities or allow any transfers of the Units or its membership units or equity interests for at least one (1) year following the Closing Date by sale, distribution to its members or otherwise; provided, however, that the foregoing restriction against transfer shall not apply to testamentary transfers, bona fide gifts to persons who agree to be subject to this restriction, or sales pursuant to judicial or administrative action (unless the transfer pertains to the dissolution of New Equity and/or the distribution of the Units to its members, in which case any such transfer shall be prohibited). New Equity understands and agrees that each of the certificates evidencing the Units issued hereunder may bear a legend setting forth such restrictions. In addition to the foregoing restrictions, prior to the Closing, New Equity shall not issue any securities or allow any transfers of its membership units or equity interests to new members from the date of submission to Soy Energy of the Investor Suitability Questionnaires to the Closing.

          Section 3.5      Offerings or Distributions . New Equity has not undertaken, has not agreed to undertake, and will not undertake any offering or other sale or distribution of securities that could adversely affect Soy Energy with respect to its qualification for exemption from registration for the issuance of securities hereunder under applicable securities laws.

          Section 3.6      Investor Suitability Questionnaires . New Equity shall provide to and collect from its members and deliver to Soy Energy at least ten (10) days prior to Closing an Investor Suitability Questionnaire in the form attached hereto as Exhibit D duly and fully completed to the reasonable satisfaction of Soy Energy and executed by each beneficial owner of New Equity. Soy Energy shall be entitled to rely upon such Investor Suitability Questionnaires for purposes of issuing the Units.

          Section 3.7      Operating Agreement . The Units issued hereunder will be governed by the terms of the Soy Energy Operating Agreement. New Equity agrees to be bound, in all respects, by the terms of the Soy Energy Operating Agreement and will sign an addendum to the Soy Energy Operating Agreement agreeing to be so bound.

          Section 3.8      Further Assurances . Soy Energy and New Equity shall each use commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate

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to fulfill its obligations under this Agreement, including, without limitation, execution and delivery of documents and instruments of transfer, deeds, consents, waivers and approvals, assignment agreements to which Soy Energy and/or New Equity is a party.

          Section 3.9      Exclusivity . Each party hereto acknowledges and agrees that it anticipates receiving economic benefits from the other party’s commitment to enter into and consummate the transactions contemplated by this Agreement. In consideration of such benefits, the Parties agree as follows:

          (a)     Soy Energy (for itself, its affiliated companies and all of their respective successors and assigns) covenants and agrees that, during the Exclusivity Period (as defined below), Soy Energy will not, together or with others, directly or indirectly:

          (b)     New Equity (for itself, its affiliated companies and all of their respective successors and assigns) covenants and agrees that, during the Exclusivity Period, New Equity will not, together or with others, directly or indirectly enter into any agreement or understanding with any party other than Soy Energy with respect to the property or assets of Freedom Fuels, any interest therein, or any party having any interest or proposing to acquire any interest therein.

          (c)     For purposes of this Agreement, “ Exclusivity Period ” shall mean the period commencing the date hereof and terminating on the earliest of (i) March 15, 2010; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the Closing; (iv) any rejection by Bankfirst of the proposed Plan of Reorganization providing for the transactions set forth in this Agreement and the Asset Purchase Agreement; (v) the issuance by the Bankruptcy Court of an order rejecting the Plan of Reorganization providing for the transactions set forth in this Agreement and the Asset Purchase Agreement, unless in lieu of such Plan, the Bankruptcy Court orders or allows a § 363 sale on substantially the same terms as set forth in this Agreement and the Asset Purchase Agreement; (vi) the adoption by the Bankruptcy Court of an alternative Plan of Reorganization or amended Plan of Reorganization which fails to provide for the transactions on substantially the same terms as set forth in this Agreement and the Asset

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Purchase Agreement; or (vii) the Bankruptcy Court’s conversion of the Freedom Fuels proceedings to Chapter 7 under the Bankruptcy Code.

          (d)     If either party, its affiliated companies or any of their respective successors and assigns breaches or threatens to commit a breach of, any of the provisions of this Section 3.9, then the other party shall have the right and remedy to have the restrictive covenants contained in this Section 3.9 specifically enforced, without posting of any bond, by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to such other party and that money damages will not provide adequate remedy to such other party for any such breach or threatened breach. The rights and remedies set forth in this Section 3.9(d) shall be independent of any other rights and remedies of such party under this Agreement, at law or in equity. The obligations, rights and remedies of the Parties set forth in this Section 3.9 shall survive any termination of this Agreement.

ARTICLE IV
CONDITIONS TO CLOSING

          Section 4.1      Conditions Precedent to Obligations of Soy Energy . The obligations of Soy Energy to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Soy Energy in whole or in part to the extent permitted by applicable law):

          (a)     The representations and warranties of New Equity set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);

    &nb