Common use of Demand Rights Clause in Contracts

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.

Demand Rights. Subject After the expiration of the Lock-up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), the conditions CD&R Stockholders shall have the right on three (3) occasions (provided, that the aggregate number of such rights effected pursuant to this Section 3.1, if 2(e) plus the number of any Marketed Underwritten Shelf Offerings effected pursuant to Section 2(b) shall not exceed four (4)) to require the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration in respect of all or a portion of Registrable Securities with anticipated proceeds of owned by the CD&R Stockholders (so long as such request covers at least $25,000,000 worth of the then current value of shares of Common Stock (i) $40,000,000 at a share price (subject to appropriate adjustments in the event including, for purposes of such determination, any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate shares of Designation Common Stock issuable upon conversion of Series A Convertible shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted under the “Series A terms of the Certificate of DesignationDesignations))), by delivering to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities owned by the CD&R Stockholders to be included in such registration, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”)) . Notwithstanding the foregoing, the Company shall not be required to file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of at least two times a previous Demand Registration or any previous Registration Statement in which the original purchase price per share holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Series A Preferred Stock for Registrable Securities included therein was consummated. The Company shall comply with the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days applicable provisions of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act with respect to the disposition of all Registrable Securities that the Holders request to be registered in a written request received covered by the Company within twenty (20) days Demand Registration in accordance with the intended methods of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering disposition by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterCD&R Stockholders.

Demand Rights. Subject to At any time after the conditions Effective Date, any Holders that collectively and beneficially own at least (A) 20% of the total Registrable Securities or (B) 10% of the total Registrable Securities, provided that for the purposes of this clause (B), they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them, as of the Effective Date (each such Holder, a “Demand Party”), may, subject to Section 3.13.11, if the Company shall receive make a written request from (a “Demand Notice”) to the holders Company for Registration of at least seventy-five percent (75%) all or part of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least held by the Demand Party (i) $40,000,000 at on Form S-1 (a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of DesignationLong-Form Registration”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for on Form S-3 (a public offering thereafter, then “Short-Form Registration”) if the Company shallqualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, within ten (10) days a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that held by the Holders request Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a written request received by Demand Notice from Investor Holdco, the Company within twenty (20) days aggregate amount of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to include Registrable Securities from each member of Investor Holdco on a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, pro rata basis based on each such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders member’s beneficial ownership of Registrable Securities, or (iv) if the Holders unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities that would otherwise in accordance with Section 2.02. Subject to Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be underwritten are required declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests. Notwithstanding any provisions contained herein, including but not limited to exclude Section 3.02(b), the Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days plus the length of any period in which either a Demand Suspension or withdraw a number of Registrable Securities from such underwriting Shelf Suspension is in effect instituted by the Company pursuant to Section 3.1(b3.01(d) or Section 3.02(d), respectively, during such 360 day period or (y) such shorter period when all of the result of which is gross proceeds to the Holders of Registrable Securities from the covered by such registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterstatement have been sold pursuant thereto.

Demand Rights. Subject Notwithstanding clause (a) above and subject to the conditions of this restrictions on disposition included in Section 3.12, if the Company is unable to become listed on the Nasdaq SmallCap Market or the Nasdaq National Market within six months of the date hereof, or is otherwise unable to qualify for use of a Shelf Registration Statement, on the date which is six months from the date hereof, the Company shall, upon receipt of a notice (a "Registration Notice") given at least 14 days prior to the six-month anniversary hereof, file on behalf of all Holders from whom it shall have received a Registration Notice, and use its best efforts to cause to become effective as soon as practical thereafter, a Registration Statement registering the offering and sale of the Registrable Securities which the Company has been requested to register by such Holders. In addition, subject to the restrictions on disposition included in Section 2 and on a maximum of two separate occasions (and if the Company at such time does not have an effective Shelf Registration Statement covering the Registerable Securities), at any time after the six month anniversary of the date hereof that the Company shall receive a written request Registration Notice from the holders Holders holding Shares representing in excess of at least seventy-five percent (75%) 25% of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AShares, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to it shall file, and commercially reasonable use its best efforts to cause to become effective, effective as soon as practicablepractical thereafter, a Registration Statement registering the registration under offering and sale of the Registrable Securities Act held by such Holder (and those of any other Holder, subject to Section 2, who requests to have its Shares included in such Registration Statement). The Company shall promptly following receipt of a Registration Notice pursuant to the last sentence hereof notify the Holders of all other Registrable Securities that and, upon request of such Holders, allow such Holders to include their Registrable Securities in the Holders aforementioned Registration Statement. Notwithstanding the above, (i) if a request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice for registration pursuant to this Section 3.1(a). The holders 2(b) is made within 30 days prior to the conclusion of Senior Registrable Securities the Company's fiscal year, or within 40 days after the end of the Company's fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year, and (ii) the Company shall be limited entitled to postpone for a maximum reasonable period of two time (2not to exceed 90 days, which may not thereafter be extended) demand registrations the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 3.1, provided 2(b) if (x) the Company is in possession of material information that a registration requested pursuant has not been disclosed to this Section 3.1(a) shall the public and the Company deems it advisable not be deemed to have been effected (i) unless a disclose such information in the registration statement or (y) the board of directors of the Company shall determine in good faith that such offering will interfere with respect thereto has been declared effective for a period pending or contemplated financing, merger, acquisition, sale of at least one hundred twenty (120) daysassets, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction recapitalization or other order or requirement similar corporate action of the Commission or other governmental agency or court for any reasonCompany, (iii) if the conditions to closing specified and in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result case of the voluntary termination of such offering by the Holders of Registrable Securities, clause (x) or (ivy) if above, the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an officers' certificate to that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftereffect.

Demand Rights. Subject to the conditions of this Section 3.1Following an Initial Public Offering, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) each of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AMembers listed on Schedule 12.8 (such Member, series AAfollowing an IPO Liquidation, series B or series BB preferred stock of Renewable Energy Group, Inc., being referred to herein as a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating HoldersDemand Shareholder”) that shall have the Company right to cause the Registering Entity to file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for to all or a period portion of at least one hundred twenty such Member’s Registrable Securities in the Registering Entity (120a “Shareholder Demand Registration”) daysand to select the managing underwriter (which shall be of nationally recognized reputation) to administer the offering contemplated by the Shareholder Demand Registration, (ii) if after a and to use best efforts to cause such registration statement has to become effective; provided, such registration is interfered with by any stop orderhowever, injunction or other order or requirement that (i) no Demand Shareholder shall be entitled to effect a Shareholder Demand Registration more than the number of the Commission or other governmental agency or court for any reasontimes listed opposite its name on Schedule 12.8; provided, (iii) if the conditions to closing specified however, that in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than event a Demand Shareholder exercises its rights under this Section 12.8(b) and is unable as a result of the voluntary termination operation of such offering by Section 12.8(e) to sell at least 75% of the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise proposed to be underwritten are sold by such Demand Shareholder in such Shareholder Demand Registration, such Shareholder Demand Registration shall not count against the foregoing limitation on the number of Shareholder Demand Registrations such Demand Shareholder is permitted to make pursuant to Schedule 12.8; (ii) the Registering Entity shall not be required to exclude or withdraw a number file and cause to become effective more than two (2) registration statements in any twelve (12)-month period; and (iii) the value of the registrable securities that are proposed to be sold in such Shareholder Demand Registration by such Demand Shareholder shall be at least the lesser of $50,000,000 and the value of all Registrable Securities from held by such underwriting pursuant Demand Shareholder. Any such Shareholder Demand Registration shall be subject to piggyback rights as described under Section 3.1(b12.8(d) below and the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterlimitations described in Section 12.8(e).

Demand Rights. Subject On three occasions during the period ending on the first anniversary of the date of this Agreement and on one occasion after the first anniversary of the date of this Agreement, the Purchaser may request in writing (on behalf of itself and all of its Affiliates to whom rights under this Agreement have been assigned pursuant to Section 9.1 and in the aggregate as a group) to the conditions of this Section 3.1, if the Company shall receive (a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”"Demand Request"), pursuant to the Agreement and Plan of Merger dated this Section 8.1, 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement register under the Securities Act covering any TMRC Converted Shares owned by the registration Purchaser and its Affiliates pursuant to a non-underwritten offering, having a period of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject distribution not to appropriate adjustments in the event of any stock dividendexceed 60 days; provided, stock splithowever, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request shall not be obligated to all Holders, prepare and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the file any registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice statement pursuant to this Section 3.1(a)8.1, or prepare or file any amendment or supplement thereto, and may suspend sales thereunder, at any time when the Company reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially and adversely affect a pending or proposed public offering of securities of the Company, a proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction relating to the Company or negotiations, discussions or pending proposals with respect thereto or require premature disclosure of information not otherwise required to be disclosed to the potential detriment of the Company; provided, however, that such period of sale or distribution shall resume after any such suspension for a number of additional days necessary so that such registration has been kept effective for permitted sales thereunder for an aggregate term of 60 days. The holders In the event the filing of Senior Registrable Securities shall be limited to a maximum registration statement, or any amendment or supplement thereto, by the Company is deferred, or the sale and distribution of two (2) demand registrations shares is suspended, in each case pursuant to this Section 3.1the foregoing provisions, provided for more than 15 business days, then the Purchaser (on behalf of itself and its Affiliates) may (only in the event the Purchaser or its Affiliates have not yet sold more than 50% of the TMRC Converted Shares owned by any of them that a are included in the registration requested statement) give the Company written notice of the Purchaser's and its Affiliates' intent to abandon the registration, and, in such circumstance, no additional TMRC Converted Shares owned by the Purchaser or its Affiliates may be sold by the Purchaser or its Affiliates pursuant to this Section 3.1(a) such registration statement and the registration or request for registration shall not be deemed to have been effected considered one of the Purchaser's and its Affiliates' Demand Requests permitted by this Section 8.1. Any Demand Request made by the Purchaser (ion behalf of itself and its Affiliates) unless during the period ending on the first anniversary of the date of this Agreement must be for registration of a minimum of 250,000 shares of TMRC Converted Shares owned by the Purchaser or its Affiliates. Any Demand Request made by the Purchaser (on behalf of itself and its Affiliates) at any time after the first anniversary of the date of this Agreement must be for registration of a minimum of 500,000 shares of TMRC Converted Shares owned by the Purchaser or its Affiliates. The filing of a registration statement with respect thereto has been declared effective statement, or any amendment or supplement thereto, by the Company may not be deferred, and the sale and distribution of shares may not be suspended, in each case pursuant to the foregoing provisions, for a period of at least one hundred twenty more than 60 days after the abandonment or consummation (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement the completion of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified distribution of securities in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as case of a result public offering) of any of the voluntary termination of such offering by the Holders of Registrable Securitiesproposals or transactions described therein or, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less in any event, for more than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter180 days during any one year.

Demand Rights. Subject (a) At any time, and from time to time, any Major Investor or group of Major Investors, as the case may be (each, in such case, a “Demanding Holder”), may deliver to the conditions Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its, or their, desire to have, after the expiration of any lock-up to which the Registrable Securities are subject (and, during the Transfer Restriction Period, subject to the provisions of Article III of the Stockholders Agreement), some or all of its, or their, Registrable Securities registered for sale. Each Demand Registration Notice shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof including pursuant to an underwritten public offering. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused such Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration Statement that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration Statement pursuant to Section 3.1(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Securities as a result provided below, of all of the voluntary termination of Registrable Securities requested to be registered by such offering Holders (the “Demand Registration Statement”), and, unless such Demand Registration Statement is an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act), agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as reasonably practicable following the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities, or (iv) if the Holders of holding Registrable Securities that would otherwise be underwritten are required as soon as reasonably practicable (but in no event less than ten (10) calendar days before the anticipated filing date, provided the Company receives the Demand Registration Notice at least five (5) calendar days prior thereto), and such notice shall offer to exclude or withdraw a such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities from as each such underwriting pursuant Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 3.1(b5.1 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (a) the result date on which all Registrable Securities covered by such Demand Registration Statement have been sold, and (b) the date as of which is gross proceeds the securities covered by such Demand Registration Statement have ceased to the Holders of be Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterSecurities.

Demand Rights. Subject (a) Section 2(a) of the Existing Agreement is hereby amended to provide that in addition to the conditions rights granted therein to GEHOP, Met Sub and the Representative, the RL Partnership may, at any time after the date which is 180 days following the date on which the Effective Time occurs, deliver up to four Registration Requests to the Company, subject to Section 2(b)(i) of this Section 3.1the Existing Agreement as amended hereby. After receipt of a Registration Request, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued file and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant use its best efforts to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file cause to become effective a registration statement under the Securities Act covering with respect to the registration number of Registrable Securities Exchange Shares specified in such request, all within the time and in the manner specified in Section 2 of the Original Agreement. (b) Section 2(a) of the Existing Agreement is hereby amended to replace the term "The Partner", which begins the fifth sentence of such Section 2(a), with anticipated proceeds the term "The Holder." (c) The first paragraph of at least Section 2(b)(i) of the Existing Agreement is hereby amended and restated to read as follows: "(i) $40,000,000 at a share price (subject if the Requesting Holder shall be GEHOP and the Registration Request is not the last to appropriate adjustments in which such Holder is entitled under Section 2(a) and this Section 2(b)(i), or if the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in Requesting Holder shall be the Company’s Certificate of Designation of Series A Convertible Preferred Stock (Representative and the “Series A Certificate of Designation”)Registration Request is made pursuant to Section 2(c) of at least two times Amendment No. 2 to this Agreement, or if the original purchase price per share Requesting Holder shall be the RL Partnership and the Registration Request is made pursuant to Section 3(a) of Amendment No. 3 to this Agreement and is not the Series A Preferred Stock for the Initial Offering first or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of last such request to all Holderswhich the RL Partnership is entitled pursuant to such Section 3(a): (A) the number of shares of Eligible Securities to be registered on behalf of each Holder shall be reduced (to zero, and subject if necesssary) pro rata according to the limitations number of shares requested to be registered by each Holder; provided, however, that in the case of the first Registration Request made by GQ Owners, any Registration Request made by the RL Partnership pursuant to Section 3(a) of Amendment No. 3 to this Agreement (other than its first or last such Registration Request) and the Registration Request made by the Representative pursuant to Section 2(c) of Amendment No. 2 to this Agreement, if the number of shares of Eligible Securities requested to be registered by GQ Owners, the RL Partnership or the Representative, as the case may be, shall be reduced as a result of this Section 3.12(b)(i) by 20% or more, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities such Requesting Holder shall be limited entitled to a maximum of two (2) demand registrations pursuant request one registration in addition to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a in the case of GQ Owners, the two registration statement with respect thereto has been declared effective for a period requests GQ Owners is entitled to under Section 2(a) of at least one hundred twenty (120) daysthis Agreement, (ii) in the case of the RL Partnership, the four registration requests the RL Partnership is entitled to under Section 3(a) of Amendment No. 3 to this Agreement and (iii) in the case of the Representative, the one registration request the Representative is entitled to under Section 2(c) of Amendment No. 2 to this Agreement; and" (d) The first paragraph of Section 2(b)(ii) of the Existing Agreement is hereby amended and restated to read as follows: "(ii) the Requesting Holder shall be Met Sub, or if after the Requesting Holder shall be GEHOP exercising the last Registration Request to which it is entitled under Section 2(a) and Section 2(b)(i) of the Existing Agreement, or if the Requesting Holder shall be the RL Partnership exercising the first or 2 3 last Registration Request to which it is entitled under Section 3(a) of Amendment No. 3 to this Agreement:" (e) Section 2(b)(ii)(C) of the Existing Agreement is hereby amended to replace the term "Common Stock" used therein with the term "Eligible Securities." (f) Section 2 of the Existing Agreement is hereby amended to include the following subsection (e): "(e) A Holder shall be deemed not to have exercised a Registration Request to which it is entitled under Section 2 if (i) the registration statement relating to such Registration Request does not become effective, or after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reasoncourt, in each case by reason of an act or omission by the Company, or (iiiii) if the conditions to closing specified in the purchase agreement agreement, or underwriting agreement entered into in connection with such registration statement are not satisfied, and the offering and sale of Eligible Securities to which such Registration Request relates is not consummated, because of an act or omission by the Company (other than as a result failure of the voluntary termination Company or any of its representatives to execute or deliver any closing certificate by reason of facts or circumstances not within the control of the Company or such representatives) or (iii) at any time after a Party delivers a Registration Request and prior to the effectiveness of the registration statement relating thereto, the preparation of such offering registration statement is discontinued or such registration statement is withdrawn or abandoned, in each case at the request of the Requesting Holder, and such Requesting Holder has elected to pay and has paid to the Company in full all of the registration expenses (including, without limitation, Company registration expenses) referenced in Section 5 in connection with such registration statement." (g) Section 13(a) of the Existing Agreement is hereby amended to provide that one or more transferees of Eligible Securities owned by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw RL Partnership may deliver a number of Registrable Securities from such underwriting Registration Request pursuant to Section 3.1(b2 if (i) such transferees have received such Eligible Securities in compliance with applicable Federal and state securities laws, (ii) such transferees have agreed in a writing, in form and substance reasonably satisfactory to the Company, to be bound by the Existing Agreement, as amended by this Third Amendment and as amended or modified hereafter, with the same duties and obligations as a Holder thereunder, and (iii) the result transferee or transferees that so deliver such Registration Request hold at least a majority of the then outstanding Exchange Shares which have not been sold pursuant to a registered public offering. In addition, Section 13(a) is gross proceeds amended so that the references to the Holders "permitted assign(s)" or "permitted transferee" shall mean any assignee or transferee of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterHolder. 4.

Demand Rights. (a) Subject to Section 2.3(b) below, at any time, and from time to time, on or after the conditions date on which Holders are first permitted to sell shares following the Initial Secondary Offering any Holder or group of this Section 3.1, if the Company shall receive a written request from the holders Holders who hold and propose to sell Registrable Securities with an aggregate value of at least seventy-five percent $50 million (75%) of herein, individually or collectively, as the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc.case may be, a Delaware corporation (“REG”"Demanding Holder"), pursuant shall have the right to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company require Quintiles to file a registration statement Registration Statement under the Securities Act covering for a Public Offering of all or part of such Demanding Holder's Registrable Securities, up to a maximum of 2.7 million shares in the registration aggregate, reduced by the number of shares of Common Stock previously sold by Holders in the Initial Secondary Offering or pursuant to any prior Demand Request, by delivering written notice thereof to Quintiles specifying the number of Registrable Securities with anticipated proceeds to be included in such registration and the intended method of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock distribution thereof (the “Series A Certificate of Designation”"Demand Request")) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company . Quintiles shall, within ten (10) 10 days of the receipt thereofafter receipt, give written notice by facsimile transmission (the "Notice of Demand Request") of such request Demand Request to all HoldersHolders of any Registrable Securities. Thereupon Quintiles shall prepare and file with the Commission as promptly as practicable following the receipt of the Notice of Demand Request, and subject to the limitations of this Section 3.1in any event within 30 days thereafter, a Registration Statement covering, and shall use its best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, effect the registration under the Securities Act of all of, (i) the Registrable Securities that included in the Demand Request, for disposition in accordance with the intended method of disposition stated in the Demand Request and (ii) all other Registrable Securities as to which the Holders request to be registered in thereof that have received a Notice of Demand Request and shall have made a written request received by (a "Joining Request") to Quintiles for registration thereof within ten days after the Company within twenty transmittal of such Notice of Demand Request, in each case subject to the 2.7 million (20or lesser) days of share maximum referred to in the mailing of preceding sentence, all to the Company’s notice pursuant extent necessary to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction permit the sale or other order or requirement of disposition by such Holders (each, a "Seller" and, collectively, the Commission or other governmental agency or court for any reason, (iii"Sellers") if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.

Demand Rights. Subject (a) At any time, and from time to time, from and after ninety (90) calendar days after the Effective Date, any Holder (each, a “Demanding Holder”) may deliver to the conditions Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $[●] million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the Nasdaq Capital Market (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Securities as a result provided below, of all of the voluntary termination of Registrable Securities requested to be registered by such offering Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Holders of Registrable SecuritiesSEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or (iv) if as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of holding Registrable Securities that would otherwise be underwritten are required as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to exclude or withdraw a participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities from as each such underwriting pursuant Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 3.1(b5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the result earlier of the date on which is gross proceeds to all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities from registered for resale under the registration Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterDemand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.

Demand Rights. Subject Commencing on the date that is six (6) months after the effective date of the IPO, holders of Restricted Securities shall be entitled to the conditions of this Section 3.1, if the Company shall receive make a written request from the holders of at least seventy-five percent (75%a “Demand”) of the issued and outstanding shares Company to register all or part of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement their Restricted Securities under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of (a “Demand Registration”) in an amount equal to at least (1) with respect to any Stockholder, other than the Management Stockholder and its Permitted Transferees, $10 million of Restricted Securities or (2) with respect to the Management Stockholder and its Permitted Transferees, the lesser of (x) $10 million of Restricted Securities or (y) (A) in the case of the first Demand Registration initiated by the Management Stockholder, 50% of Restricted Securities then held, in the aggregate, by the Management Stockholder and its Permitted Transferees or (B) in the case of the second Demand Registration initiated by the Management Stockholder, 100% of Restricted Securities then held by the Management Stockholder and its Permitted Transferees, provided, however, that not more than an aggregate of: (A) four (4) Demand Registrations initiated by one or more Principal Stockholders, (B) two (2) Demand Registrations initiated by one or more NY Life Investors, (C) two (2) Demand Registrations initiated by the Management Stockholder and (D) two (2) Demand Registrations initiated by one or more Mezzanine Investors, may be made pursuant to the rights granted by this Section 6(a)(i), provided, further, that the Company shall not be forced to effectuate (i) $40,000,000 at a share price more than one (subject 1) Demand Registration (pursuant to appropriate adjustments in the event of this Section 6(a)(i) or any stock dividend, stock split, combination or other similar recapitalization as generally described agreement) in the Company’s Certificate of Designation of Series A Convertible Preferred Stock any three hundred sixty (the “Series A Certificate of Designation”)360) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering day period or (ii) $10,000,000 for a public offering thereafter, then Demand Registration in the event that the Company shallis in the process of filing, within ten (10) days of the receipt thereofor has filed, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement for an Underwritten Offering pursuant to which the Company has delivered or will deliver a Piggy Back Notice, so long as (A) with respect thereto has been declared effective for to a period of at least Demand Registration that involves an Underwritten Public Offering, the Company files such registration statement pursuant to the Piggy Back Notice within one hundred twenty (120) daysdays following the date the Demand Registration is requested and (B) with respect to a Demand Registration that does not involve an Underwritten Public Offering, (ii) if after a the Company files such registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(bthe Piggy Back Notice within one hundred eighty (180) days following the result of which date the Demand Registration is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.requested

Demand Rights. Subject At any time on or after January 1, 2027, and prior to March 31, 2032, Investor (on behalf of any Holder) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering, provided that the Partnership shall be obligated to effect an Underwritten Offering only if (i) a Demand Notice (as defined below) in respect of such Registrable Securities is delivered by Investor to the conditions of this Section 3.1Partnership as specified below, if (ii) the Company shall receive a written request from applicable Holder has held such Registrable Securities for at least one (1) calendar year (the holders “Holding Period”) and (iii) Investor reasonably expects (for any Holder) (y) gross proceeds of at least seventy-five $200 million from such Underwritten Offering or (z) gross proceeds of at least $100 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (75100%) of the issued and then- 899622.09-WILSR01A - MSW outstanding shares Registrable Securities held by any applicable Selling Holder. Investor (on behalf of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., any Holder) shall exercise any such demand registration right by delivering a Delaware corporation written notice (a “REGDemand Notice”), pursuant ) to the Agreement Partnership specifying that (I) it is exercising a demand registration right, (II) the name of each Selling Holder, and Plan of Merger dated , 2009 by and among (III) the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration amount of Registrable Securities to be included in the Underwritten Offering. Subject to the first sentence of this Section 2.02(a), promptly upon receipt of the Demand Notice, the Partnership shall use commercially reasonable efforts to enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that Investor shall have the right (on behalf of all Holders) to exercise the demand registration rights set forth in this Section 2.02 not more than three (3) times (and not more frequently than once in any six-month period); provided, further, that the aggregate number of Registrable Securities issued as part of any Call Option (including upon the conversion of Non-Voting NEP Common Units issued as part of such Call Option) that may be included in any Underwritten Offering pursuant to a demand registration right shall in no event be greater than the excess of (aa) the number of Common Units or Non-Voting NEP Common Units issued by the Partnership upon exercise of such Call Option over (bb) the number of Common Units that is ten percent (10%) of the trading volume of Common Units over the period from the exercise of such Call Option and the date of such Demand Notice, and only such Registrable Securities as were issued upon conversion of Non-Voting NEP Common Units issued as part of the Call Option Purchase Price in such Call Option may be included in such Underwritten Offering pursuant to such demand registration right; provided, further, that to the extent that at the time of any Demand Notice a Holder owns Registrable Securities issued in respect of more than one Call Option that satisfies the Holding Period requirement, then such Holder may include Registrable Securities issued in respect of each or any such Call Option, and the limitation in the immediately foregoing proviso shall apply to each such Call Option on a Call Option-by-Call Option basis; provided, further, that the aggregate amount of Registrable Securities that may be included in Underwritten Offerings pursuant to demand registration rights exercised in any twelve month period pursuant to this Section 2.02 shall not exceed one third of the aggregate number of Registrable Securities that would be outstanding as of the date of delivery of a Demand Notice if all of the Non-Voting NEP Common Units issued on such date were converted on such date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion). Solely for illustrative purposes, for example, if at the time of such Demand Notice (y) 6,000,000 Common Units had been issued by the Partnership upon exercise of a prior Call Option (or upon the conversion of Non-Voting NEP Common Units issued upon the exercise of such Call Option), and (z) the trading volume of Common Units over the period from the exercise of such Call Option and the date of such Demand Notice had been 30,000,000 Common Units, then, subject to the Holding Period, up to 3,000,000 of the 6,000,000 Common Units issued upon the exercise of such Call Option (or upon the conversion of Non-Voting NEP Common Units issued upon the exercise of such Call Option) may be included in such Underwritten Offering pursuant to such demand registration right (i.e., 3,000,000 Common Units = 6,000,000 Common Units minus 3,000,000 Common Units, which latter number is the product 899622.09-WILSR01A - MSW of 10% multiplied by 30,000,000 Common Units). Notwithstanding anything to the contrary herein, if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition, or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (iother than in connection with any at-the-market offering or similar continuous offering program), or (C) $40,000,000 at a share price (subject to appropriate adjustments is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in good faith in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share best interests of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafterPartnership, should not be publicly disclosed at that time, then the Company shall, within ten (10) days of Partnership may suspend Investor’s right to require the receipt thereof, give written notice of Partnership to conduct an Underwritten Offering on such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the CompanySelling Holder’s notice behalf pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited 2.02; provided, however, that the Partnership may only suspend such demand registration right to a maximum of two (2) demand registrations require the Partnership to conduct an Underwritten Offering pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective 2.02 once in any six-month period and in no event for a period that exceeds an aggregate of at least ninety (90) days in any 180-day period or one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by days in any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter365-day period.

Demand Rights. (a) Subject to Section 6.3, (i) at any time prior to the conditions consummation of an Initial Public Offering and (A) on or after the first anniversary of the Closing Date, any two Founders, or Shareholders including at least two Founders, (B) on or after a date that is 18 months after the Closing Date, any one Founder, or Shareholders including at least one Founder or (C) on or after the fifth anniversary of the Closing Date, Shareholders holding shares of Common Stock on a Fully Diluted Basis that represent, in the aggregate, not less than 10% of all shares of Common Stock then outstanding on a Fully Diluted Basis (in the case of (A), (B) or (C) of this Section 3.1paragraph, if individually or collectively, as the case may be, a "Demanding Shareholder"), shall have the right to require the Company shall receive to use its best efforts to fulfill such requirements as may be necessary to permit an Initial Public Offering (on a written request from the holders of at least seventyfirm-five percent (75%commitment, underwritten basis) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds for the account(s) of Shareholders; and (ii) at any time after an Initial Public Offering has been consummated, any one Specified Shareholder, or Shareholders including at least one Specified Shareholder (individually or collectively, also a "Demanding Shareholder", but only, in the case of Securitas, with respect to one Subsequent Registered Public Offering as provided in Section 6.2(b)), shall have the right to require the Company to use its best efforts to fulfill such requirements as may be necessary to permit a Subsequent Registered Public Offering (on a firm-commitment, underwritten basis) of Registrable Securities for the account(s) of Shareholders; in each case (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or and (ii) $10,000,000 for a public offering thereafter), then the Company shallas provided in this Article VI, within ten (10) days of the receipt thereof, give by delivering written notice of such request to all Holders, and subject demand to the limitations Company specifying the number of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request are held of record, and are proposed to be registered sold in a written request received such offering, by the Demanding Shareholder (a "Demand Request"). If more than one Demand Request is submitted to the Company within twenty (20) days before the Company delivers a Notice of the mailing of the Company’s notice Demand Request in respect thereof pursuant to this Section 3.1(a6.2(c). The holders of Senior Registrable Securities , then all such Demand Requests and their Demanding Shareholders shall be limited to treated collectively, as a maximum of two (2) demand registrations pursuant to this Section 3.1single Demand Request and a single Demanding Shareholder, respectively, provided that, if a Demand Request is permitted to be withdrawn under Section 6.3(a), (b) or (c), and if such request involves individual Demand Requests that have been submitted by more than one Demanding Shareholder and are being treated collectively as a registration requested pursuant single Demand Request under this sentence, then each such Demanding Shareholder that submitted such an individual request shall be entitled to this withdraw its own individual request, and its determination whether or not to withdraw shall apply solely with respect to its own individual request, provided, further, that any such individual request or requests that are not withdrawn need not be withdrawn and shall continue to be counted as a single Demand Request as long as, collectively, they satisfy any requirement that may apply under Section 3.1(a6.2(b) and, if they do not, they shall not be deemed to have been effected withdrawn as well, and provided, further, that all Joining Requests (ias defined below) unless shall (except as provided in the next sentence) remain in effect as long as any one or more of such individual Demand Requests remain in effect. Notwithstanding the foregoing, a registration statement Founder (or, solely with respect thereto has been declared effective for to one Subsequent Registered Public Offering, Securitas as provided in Section 6.2(b)) making a period of Joining Request shall have the right to withdraw such request if at least one hundred twenty (120) dayssuch time a Demand Request is permitted to be withdrawn under Section 6.3(a), (iib) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterc).

Demand Rights. Subject If at any time during the Second Selling Period the Company receives from any Investor a written request that the Company effect a registration with respect to the conditions of this Section 3.1Registrable Securities owned by such Investor, if the Company shall receive a written file within 15 days of receipt of such request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject so requested to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effectivebe registered and, as soon as practicable, effect such registration so as to permit or facilitate the registration under the Securities Act sale and distribution of all or such portion of such Investor's Registrable Securities as are specified in such request; provided, however, that the Holders request Company shall not be obligated to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice effect any such registration pursuant to this Section 3.1(a). The holders of Senior 4.1 if (i) the Investor proposes to sell Registrable Securities at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000, (ii) the Company shall furnish to the -3- INVESTOR RIGHTS AGREEMENT TARGETED GENETICS CORPORATION Investor a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be limited seriously detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company will have the right to defer the filing of the registration statement for a maximum period of two not more than 60 days after receipt of the request of the Investor under this Section 4.1 (2provided that with respect to any individual Investor the Company shall not exercise this right more than once in any calendar year), (iii) demand the Investor has previously requested three such registrations pursuant to this Section 3.14.1 or (iv) the Company has, provided that a within the 12-month period preceding the date of such request, already effected one such registration requested for the Investor pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period 4.1. For the purposes of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, clauses (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or and (iv) if of the Holders foregoing proviso, each Initial Investor and all assignees of such Initial Investor's registration rights under this Agreement shall be considered one Investor. The Company shall use best efforts to cause any registration statement filed pursuant to this Section 4.1 to remain effective for 180 days or such shorter period of time as is required to effect the sale of all Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting registered pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the such registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterstatement.

Demand Rights. Subject (a) At any time, and from time to time, after the expiration of any lock-up to which the Registrable Securities are subject, if any Holder (together with its Affiliates) then holds not less than $[●] million3 of Registrable Securities, as determined by reference to the conditions volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date, then such Holder (the “Demanding Holder”), or group of this Section 3.1Demanding Holders, as the case may be, may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its, or their, desire to have some or all of its, or their, Registrable Securities registered for sale. Each Demand Registration Notice shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof including pursuant to an underwritten public offering. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused such Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration Statement that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration Statement pursuant to Section 3.1(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Securities as a result provided below, of all of the voluntary termination of Registrable Securities requested to be registered by such offering Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use reasonable best efforts to cause the Demand Registration Statement to be declared effective by the Holders of Registrable SecuritiesSEC upon, or (iv) if as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of holding Registrable Securities that would otherwise be underwritten are required as soon as practicable (but in no event less than five (5) business days before the anticipated filing date), and such notice shall offer to exclude or withdraw a such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities from as each such underwriting pursuant Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) business days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 3.1(b5.1 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earliest of (i) the result Holders cease to hold any Registrable Securities, (ii) the date on which all of which is gross proceeds to the Registrable Securities held by the Holders that are registered for resale under any such Demand Registration Statement may be sold without restriction under Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) with no volume or other restrictions or limitations that may be applicable to affiliates under Rule 144 and (iii) the date on which the Holders consummate the sale of all of the Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistered for resale under any such Demand Registration Statement. 3 NTD: To be agreed at Closing.

Demand Rights. Subject (a) At any time, and from time to time, after the Effective Date, if any Holder (together with its Affiliates) then holds not less than $25 million of Registrable Shares, as determined by reference to the conditions volume weighted average price for such Registrable Shares on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its desire to have some or all of its Registrable Shares registered for sale. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Shares to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Shares as a result provided below, of all of the voluntary termination Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders of Registrable Securitiesthat are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) without volume or other restrictions or limitations under Rule 144 (or any such successor provision), or and (ivii) if the date on which the Holders consummate the sale of all of the Registrable Securities that would otherwise be underwritten are required Shares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to exclude or withdraw take any action upon receipt of a number Demand Registration Notice delivered within ninety (90) days of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterprior Demand Registration Notice.

Demand Rights. Subject to the conditions other provisions of this Agreement (including without limitation Section 3.13.3 hereof), if the Company shall receive receives a written request from Sprint, or if Sprint is not a Holder at such time, from Holder(s) who in the holders of at least seventy-five percent (75%) aggregate hold a majority of the issued and outstanding shares of Preferred Stock that were issued Registrable Securities (in exchange for shares of series Aeither case, series AAcollectively, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “"Initiating Holders”") that the Company (a) file a registration statement Registration Statement under the Securities Act covering the registration of any or all of such Holder's Registrable Securities with anticipated proceeds of at least not previously registered, (ib) $40,000,000 at a share price (subject to appropriate adjustments in file the event of any stock dividendSubsequent Shelf Registration Statement, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (iic) $10,000,000 for effect a public offering thereafterTakedown (each, a "Demand"), then the Company shall: (A) if the Demand relates to establishment of the Subsequent Shelf Registration pursuant to Section 3.1(b) hereof, comply with the provisions of Section 2.1(b) hereof, (B) if the Demand relates to a Takedown pursuant to Section 3.1(c) hereof, comply with the provisions of Section 3.4 hereof; and (C) if the Demand relates to a registration pursuant to Section 3.1(a) hereof, shall take the following actions: (i) within ten (10) calendar days of the receipt thereofof such notice, give written notice of such request to all HoldersHolders of outstanding Registrable Securities known to the Company and to any additional addressees provided to the Company by any transferee of any Holder, and (ii) subject to the limitations of contained in this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effectiveArticle 3, as soon as practicablepracticable and in any event within forty-five (45) calendar days of the receipt of such request, file the Registration Statement to effect such registration under the Securities Act of covering all Registrable Securities that for which the Company receives a request from the Holders request and transferees thereof within 30 days of the delivery of the notice by the Company as required in clause (i) above. The Company, however, shall not be required to file a Registration Statement pursuant to this Article 3 unless the aggregate number of Registrable Securities requested to be registered in a is greater than 750,000 (as adjusted to reflect stock splits, reverse stock splits, stock dividends and similar actions). The written request received by the Company within twenty (20) days of the mailing of the Company’s notice delivered pursuant to this Section 3.1(a). The holders 3.1 shall specify in detail the type of Senior Registrable Securities shall be limited to requested registration (Subsequent Shelf Registration, a maximum of two (2Takedown or otherwise) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of and the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftershares, requested schedule and other applicable information.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Second Amended and Restated Agreement and Plan of Merger dated November 20, 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.

Demand Rights. Subject The Company agrees that, upon written request given to the conditions Company at any time on or after the first anniversary of this Section 3.1the effective date of the Registration Statement and expiring at 5:00 p.m., Houston, Texas time, on the fifth anniversary of the effective date of the Registration Statement, from the holder or holders of not less than 51% of the shares of Common Stock subject to the then outstanding Warrants and Common Stock acquired upon exercise of the Warrants and not resold (excluding Warrants and Warrant Shares, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series Aany, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 held by and among the Company, REG and REG Merger Subany affiliate, Inc. (director, officer, or employee of the “Initiating Holders”) that Company), it will, within 45 days after receipt of such notice, promptly prepare, file and diligently prosecute to effectiveness, an appropriate filing with the Company file Commission of a registration statement covering all of such shares under the Securities Act covering Acts, and the appropriate registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in statements or applications under the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice securities laws of such request to all Holdersstates as such holders, in their discretion, will determine, and subject to the limitations of this Section 3.1, will use its best efforts to file, have such registration statement and commercially reasonable efforts to cause to become effective, as soon as practicable, application (including both the registration under the Securities Act of all Registrable Securities that Acts and the Holders request to be registered in a written request received by registration or application made under the Company within twenty (20various state securities laws) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective as soon as practicable after the filing thereof and to remain effective and current for a period of at least one hundred twenty 180 days (120exclusive of any period during which the prospectus included therein does not meet the requirements of the Acts) daysand will take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of such shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over-the-counter market or on any national securities exchange on which the Common Stock is then listed. At least 15 days prior to such filing, (ii) if after a the Company will give written notice of such proposed filing to each registered holder of any of the Warrants at the holders' addresses appearing on the records of the Company and to each registered holder of Common Stock purchased from the exercise of any Warrants at such holder's address appearing on the Company records, and will offer to include in such registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination proposed distribution of such offering Common Stock held or to be held by each such registered holder; provided, however, that except as provided in paragraph 7.5, the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from Company need not effect the registration of less than $40,000,000 if the Initial Offering sale or $10,000,000 if a public offering thereafter.distribution of Common Stock purchased upon exercise of Warrants under this paragraph 7.1 more

Demand Rights. Subject to the terms and conditions of this Agreement (including Section 3.14.1(b)), if upon written notice delivered by Shareholders holding, individually or in the Company shall receive a written request from the holders of aggregate, at least seventy-five percent (75%) 5% of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., Registrable Securities held by all Shareholders on the date hereof at any time requesting (a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating HoldersDemand”) that the Company file effect the registration (a registration statement “Demand Registration”) under the Securities Act covering (including (x) a registration to be made on a delayed or continuous basis under Rule 415 under the registration Securities Act and (y) for the avoidance of doubt, the IPO) of any or all of the Registrable Securities with anticipated proceeds held by such Holder or Holders, which Demand shall specify the number and type of at least (i) $40,000,000 at a share price (subject such Registrable Securities to appropriate adjustments in be registered and the event intended method or methods of any stock dividenddisposition of such Registrable Securities, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, shall promptly give written notice of such request Demand to all Holders, other Holders and subject other Persons who may have piggyback registration rights with respect to such Demand Registration and shall promptly file the limitations of this Section 3.1, appropriate registration statement and use best efforts to file, and its commercially reasonable efforts to cause to become effective, as soon as practicable, effect the registration under the Securities Act and applicable state securities Laws of all (i) the Registrable Securities that which the Company has been so requested to register by such Holder or Holders in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders request to be registered in a thereof by written request received given to the Company within thirty (30) days after the giving of such written notice by the Company within twenty (20which request shall specify the intended method of disposition of such Registrable Securities, including whether the intended method of disposition is an underwritten offering), in each case subject to Section 4.1(e), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) days of the mailing Registrable Securities to be so registered. Notwithstanding the immediately foregoing sentence, if the Company has, within the six (6) month period preceding the date of a request for a Demand under this Section 4.1(a), already effected one (1) Demand Registration pursuant to Section 4.1 or a registration under Section 4.3, then the Company’s notice Company shall not be obligated to effect any such registration pursuant to this Section 3.1(a4.1(a). The holders of Senior Registrable Securities ; provided, that any such registration shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected “effected” if the Registration Statement relating thereto (ix) unless a registration statement with respect thereto has become or been declared or ordered effective under the Securities Act and any of the Registrable Securities included in such Registration Statement have actually been sold thereunder or (y) has remained effective for a period of at least one hundred twenty (120) 180 days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.

Demand Rights. Subject Xxxxxx Xxxxxxxx, Stratfor, and Stratfor Holdings, as a group, and Xx. Xxxxxx and the Xxxxxx Member, as a group, shall each have two demand registration rights to the conditions of this Section 3.1, if require the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”)to sell, pursuant to a Public Offering, the Agreement and Plan number of Merger dated Registrable Securities indicated by it upon exercise of any of its respective demand rights; provided, 2009 (A) the Company will not be required to honor any demand rights during customary blackout periods, during any other offering being conducted by and among the Company or whenever the Company, REG and REG Merger Subas determined in good faith by the Managing Member, Inc. (the “Initiating Holders”) that believes the Company file is likely to suffer a registration statement under material adverse effect from engaging in a Public Offering at such time, (B) the Securities Act covering Company will not be required to honor any demand unless the registration dollar amount of the Registrable Securities with anticipated the demanding Member elects to sell in such offering is reasonable likely to result in gross sale proceeds of at least $5,000,000, (iC) $40,000,000 at the Company will not be required to honor more than one demand right exercise in any 270-day period; provided, any such 270-day period may be shortened by the Managing Member if the Managing Member determines, in its sole discretion, that shortening such period would not materially and adversely affect the Company or the stockholders (or other equity holders if not a share price corporation) of the Company, (subject D) the Company will pay for all Registration Expenses incurred by a Member in connection with participating in such offering pursuant to appropriate adjustments the exercise of its demand registration rights and (E) any participating Member will be required (I) to provide customary selling Member information for inclusion in the prospectus or other offering materials together with customary indemnification and contribution obligations to protect the underwriters, the Company and its directors, officers, employees and agents, and the other Members from losses in the event the information furnished by any such Member is incorrect and (II) to enter into customary agreements governing the sale of any stock dividend, stock split, combination or other similar recapitalization as generally described its Registrable Securities in the Company’s Certificate offering (including the underwriting agreement, custody agreement, standstill agreement and power of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(aattorney). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1If, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination piggyback registration rights granted in Section 4.8(b)(ii), market conditions or any other reason, the demanding Member is unable to sell at least 80% of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise requested to be underwritten are required registered within 180 days after the applicable registration statement becomes effective and such demanding Member elects not to exclude or withdraw a number of sell any such Registrable Securities from in connection therewith, such underwriting pursuant to Section 3.1(b) the result demand shall not count as one of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterits demand rights hereunder.

Demand Rights. Subject (a) At any time, and from time to time, after the expiration of any lock-up to which the Registrable Securities are subject, if any Holder (together with its Affiliates) then holds not less than $25.0 million of Registrable Securities, as determined by reference to the conditions volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date, then such Holder (the “Demanding Holder”), or group of this Section 3.1Demanding Holders, as the case may be, may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its, or their, desire to have some or all of its, or their, Registrable Securities registered for sale. Each Demand Registration Notice shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof including pursuant to an underwritten public offering. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused such Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration Statement that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration Statement pursuant to Section 3.1(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Securities as a result provided below, of all of the voluntary termination of Registrable Securities requested to be registered by such offering Holders (the “Demand Registration Statement”), and agrees (subject to Sections 6.1 and 7.2 hereof) to use reasonable best efforts to cause the Demand Registration Statement to be declared effective by the Holders of Registrable SecuritiesSEC upon, or (iv) if as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of holding Registrable Securities that would otherwise be underwritten are required as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer to exclude or withdraw a such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities from as each such underwriting pursuant Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 3.1(b6.1 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earliest of (i) the result Holders cease to hold any Registrable Securities, (ii) the date on which all of which is gross proceeds to the Registrable Securities held by the Holders that are registered for resale under any such Demand Registration Statement may be sold without restriction under Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) with no volume or other restrictions or limitations that may be applicable to affiliates under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistered for resale under any such Demand Registration Statement.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive Holders may make a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange demand for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”); provided, however, that (i) the Company shall not be obligated to effect more than two (2) Demand Registrations for Holders request in any twelve month period, and (ii) the number of Registrable Securities proposed to be registered in a written request received sold by the Holder(s) making such written demand either (x) shall be all the Registrable Securities owned by, or that may be issued upon exchange of Redeemable LLC Units to, such Holders , (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $2,000,000 or (z) shall not be less than 100,000 shares of Common Stock. The Company shall file any registration statement required by this Section 3.1(a), which registration statement shall comply as to form in all material respects with applicable Commission rules providing for the sale by the Holder(s) of such Registrable Securities (a “Demand Registration Statement”), with the Commission within thirty (30) days after receipt of the requisite Holder demand and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of the mailing shares of the Company’s notice pursuant to this Section 3.1(a)Registrable Securities as each such Holder may request. The holders of Senior Registrable Securities Company shall be limited use its commercially reasonable efforts to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared keep each such Demand Registration Statement continuously effective for a period of at least one hundred twenty eighty (120180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof); provided that in no case shall the Company be obligated to maintain the effectiveness of any Demand Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company; provided, however, that the inclusion of such additional shares will not adversely affect the marketability of the offering and, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 3.1(a): (i) unless and until the Demand Registration Statement has been declared effective or (ii) if after a registration statement has become effectivethe Demand Registration Statement is suspended for more than ninety (90) days at any one time. Notwithstanding any provision of this Section 3.1(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement, along with Registrable Securities that Holders have requested to be included in such registration is interfered Demand Registration Statement in accordance with by this Section 3.1(a), any stop order, injunction or other order all additional Registrable Securities that are outstanding or requirement issuable upon exchange of the Commission or other governmental agency or court for any reason, Redeemable LLC Units (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of additional Registrable Securities, the “Additional Demand Securities”); provided, however, that if the Company elects to register any Additional Demand Securities in any Demand Registration Statement, the Company shall use its commercially reasonable efforts to keep such Demand Registration Statement continuously effective for the longer of (A) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof) or (ivB) if the Holders of until all Registrable Securities covered thereby cease to be Registrable Securities; provided, further, that would otherwise in no case shall the Company be underwritten are required obligated to exclude or withdraw a number maintain the effectiveness of any such Demand Registration Statement once all the Registrable Securities from such underwriting pursuant covered thereby cease to Section 3.1(b) the result of which is gross proceeds to the Holders of be Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterSecurities.

Demand Rights. (i) Subject to Sections 4.1 and 11.16 below, at any time, and from time to time after the conditions Effective Date, if any of this Pace Sponsor, Pace Governance, the Accel Founders or the Restricted Accel Stockholders (A) (together with each of their respective Affiliates) then holds not less than $10 million of Registrable Shares (as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date) or (B) is subject to Section 3.1(b)(2) of Rule 144 of the Securities Act with respect to such Holder’s Registrable Shares, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its request to have some or all of its Registrable Shares registered for sale (such request, a “Demand Registration”). Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Shares to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement or underwriting agreement entered into case of an S-3 Registration pursuant to Section 2.3(ii)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in connection all material respects with applicable SEC rules providing for the sale by such registration are not satisfiedDemanding Holder, and any other than Holders that elect to register their Registrable Shares as a result provided below, of all of the voluntary termination Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders of Registrable Securities, that are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (iv“Rule 144”) if without volume or other restrictions or limitations under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable Securities that would otherwise be underwritten are required Shares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to exclude or withdraw take any action upon receipt of a number Demand Registration Notice delivered within ninety (90) days of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterprior Demand Registration Notice.

Demand Rights. Subject Upon written notice to the conditions of this Section 3.1, if Company (the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”"Registration Demand"), pursuant to at any time within the Agreement and Plan of Merger dated three (3) year(s) period following the Effective Date hereof, 2009 by and among but not earlier than 90 days after the Companydate the IPO closes, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least given (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering by Palomar or (ii) $10,000,000 for a public offering thereafterby at least two persons to whom the Shares have been transferred from Palomar (the "Shareholders") that such persons contemplate the sale or transfer of all or part of the Shares under circumstances that may require registration of such shares under the Act, then the Company shall, within at its own expense, as promptly as possible after receipt of such Registration Demand, file with the SEC a registration statement pursuant to Section 5 of the Act on the appropriate registration form, with respect to the offer and sale (or other disposition) of the Shares for which the Company shall have received such Registration Demand. Within ten (10) days after receiving the Registration Demand, the Company shall notify all the Shareholders and advise them that the Company is proceeding with the filing of a registration statement (or notification) and the Company shall offer to include for registration under such registration statement (or notification) the Shares of those other Shareholders. The Company shall not be obligated to register the Shares of any such Shareholder unless such other Shareholder accepts the Company's offer of registration in writing within fifteen (15) days after such offer is made. The Company shall take all action necessary to file such registration statement and cause it to become effective within ninety (90) days of receipt of said Registration Demand. In the event the registration statement is not effective within said ninety (90) days for any reason whatsoever except for any action of or any failure to act of Palomar, its officers, directors or agents, then the Company shall make cash payments to Palomar and said Shareholders participating in such registration statement, if any, for the number of shares for which Palomar and the Shareholders have requested registration, in an amount equal to two percent (2%) per month multiplied by the original initial public offering such price of the stock to be included in the original registration statement, payable monthly in advance. The first such payment shall be due and payable on the ninety-first (91st) day after receipt thereof, give written notice by the Company of such request to all Holders, the Registration Demand and monthly thereafter until the registration statement is effective. The Warrant Shares shall not be subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, payments described in the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a)preceding sentence. The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) % payment shall not be deemed required to have been effected (i) unless be paid during any period on or after the 90th day following the Registration Demand, if the failure of the registration to become effective is due to a Force Majeure Event. For purposes of this Agreement, a "Force Majeure Event" shall include strikes, lockouts, fire or other casualty, natural disaster, civil disturbance, war, act of terrorism, government shutdown, or any similar event. Except as provided below, the cost of such registration statement with respect thereto has been declared effective (including any attorneys' fees, accounting fees and underwriters' fees) shall be borne solely by the Shareholders whose Shares are registered, on a pro rata basis in proportion to the Shares owned by each Shareholder, if the Company elects not to offer any Shares pursuant to the registration statement or notification; provided that if the Company includes any of its Shares in such registration statement or notification, the Company shall pay all costs of such registration other than the underwriter's discount. If only the Shares of the Shareholders are included in such notification or registration statement, no Shares of the Company shall be registered for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement 90 days following the date offering of the Commission or other governmental agency or court for any reason, (iiiShares is completed. The Warrant Shares shall be subject to registration under this Paragraph 1(b) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds only to the Holders of Registrable Securities from extent the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterWarrant has been exercised.

Demand Rights. Subject (a) At any time, and from time to time, any Holder (each, a “Demanding Holder”) may deliver to the conditions Company a written notice (a “Demand Registration Notice”) informing the Company of this Section 3.1its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $25 million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the Nasdaq Global Market (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Securities to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a the SEC, or pursuant to the effective registration statement has become effectiveon Form S-1/S-4 filed by the Company on August 7, such registration is interfered with by 2020 prior to the Business Combination Closing, and in either case which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or underwriting agreement entered into in connection with such registration are not satisfiedgroup of Demanding Holders, and any other than Holders that elect to register their Registrable Securities as a result provided below, of all of the voluntary termination of Registrable Securities requested to be registered by such offering Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Holders of Registrable SecuritiesSEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or (iv) if as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of holding Registrable Securities that would otherwise be underwritten are required as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to exclude or withdraw a participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities from as each such underwriting pursuant Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 3.1(b5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the result earlier of the date on which is gross proceeds to all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities from registered for resale under the registration Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterDemand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.

Demand Rights. Subject After the termination of the Effectiveness Period, so long as there are "Registrable Securities" hereunder, upon written notice to the conditions Company from one or more Holders (the "Initiating Holders") of this Section 3.1Registrable Securities holding in the aggregate 25% of Registrable Securities then outstanding, if requesting that the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”)effect, pursuant to this Section 3, the Agreement and Plan registration of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “such Initiating Holders”) that the Company file a registration statement ' Registrable Securities under the Securities Act covering (which notice shall specify the registration of Registrable Securities with anticipated proceeds so requested to be registered, the proposed amounts thereof and the intended method or methods of at least distribution by such Initiating Holders (i) $40,000,000 at a share price (subject including whether the proposed offering is to appropriate adjustments in the event of any stock dividendbe underwritten), stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, shall promptly (but in any event within ten (1015 days) days of the receipt thereof, give written notice of such request requested registration to all HoldersHolders of Registrable Securities, and subject to thereupon the limitations of this Section 3.1, Company shall use its best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, effect the registration under the Securities Act of all of: (A) the Registrable Securities that the Initiating Holders request have requested the Company to be registered register, for disposition in accordance with the intended method or methods of distribution stated in their notice to the Company; and (B) all other Registrable Securities the Holders of which shall have made a written request received by to the Company for registration thereof (which request shall specify such Registrable Securities and the proposed amounts thereof) within twenty 15 days after the receipt of such written notice from the Company, as expeditiously as possible (20) but in any event shall file such registration statement within 60 days of the mailing receipt of such request by the Initiating Holders), all to the extent requisite to permit the disposition by Holders of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of then constituting Registrable Securities that would otherwise so to be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterregistered.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive Holders may make a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange demand for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of resales of all or part of the Registrable Securities (a “Demand Registration”); provided, however, that (i) the Company shall not be obligated to effect more than two (2) Demand Registrations for Holders request in any twelve month period, and (ii) the number of Registrable Securities proposed to be registered in a written request received sold by the Holder(s) making such written demand either (x) shall be all the Registrable Securities owned by, or that may be issued upon exchange of Redeemable LLC Units to, such Holders, or (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $2,000,000 or (z) shall not be less than 50,000 shares of Common Stock. The Company shall file any registration statement required by this Section 3.1(a), which registration statement shall comply as to form in all material respects with applicable Commission rules providing for the sale by the Holder(s) of such Registrable Securities (a “Demand Registration Statement”), with the Commission within thirty (30) days after receipt of the requisite Holder demand and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of the mailing shares of the Company’s notice pursuant to this Section 3.1(a)Registrable Securities as each such Holder may request. The holders of Senior Registrable Securities Company shall be limited use its commercially reasonable efforts to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared keep each such Demand Registration Statement continuously effective for a period of at least one hundred twenty eighty (120180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof); provided that in no case shall the Company be obligated to maintain the effectiveness of any Demand Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company; provided, however, that the inclusion of such additional shares will not adversely affect the marketability of the offering and, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 3.1(a): (i) unless and until the Demand Registration Statement has been declared effective or (ii) if after a registration statement has become effectivethe Demand Registration Statement is suspended for more than ninety (90) days at any one time. Notwithstanding any provision of this Section 3.1(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement, along with Registrable Securities that Holders have requested to be included in such registration is interfered Demand Registration Statement in accordance with by this Section 3.1(a), any stop order, injunction or other order all additional Registrable Securities that are outstanding or requirement issuable upon exchange of the Commission or other governmental agency or court for any reason, Redeemable LLC Units (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of additional Registrable Securities, the “Additional Demand Securities”); provided, however, that if the Company elects to register any Additional Demand Securities in any Demand Registration Statement, the Company shall use its commercially reasonable efforts to keep such Demand Registration Statement continuously effective for the longer of (A) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof) or (ivB) if the Holders of until all Registrable Securities covered thereby cease to be Registrable Securities; provided, further, that would otherwise in no case shall the Company be underwritten are required obligated to exclude or withdraw a number maintain the effectiveness of any such Demand Registration Statement once all the Registrable Securities from such underwriting pursuant covered thereby cease to Section 3.1(b) the result of which is gross proceeds to the Holders of be Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterSecurities.

Demand Rights. Subject Notwithstanding clause (a) above and subject to the conditions of this ------------- restrictions on disposition included in Section 3.12, if the Company is unable to become listed on the Nasdaq SmallCap Market or the Nasdaq National Market within six months of the date hereof, or is otherwise unable to qualify for use of a Shelf Registration Statement, on the date which is six months from the date hereof, the Company shall, upon receipt of a notice (a "Registration Notice") given at least 14 days prior to the six-month anniversary hereof, file on behalf of all Holders from whom it shall have received a Registration Notice, and use its best efforts to cause to become effective as soon as practical thereafter, a Registration Statement registering the offering and sale of the Registrable Securities which the Company has been requested to register by such Holders. In addition, subject to the restrictions on disposition included in Section 2 and on a maximum of two separate occasions (and if the Company at such time does not have an effective Shelf Registration Statement covering the Registerable Securities), at any time after the six month anniversary of the date hereof that the Company shall receive a written request Registration Notice from the holders Holders holding Shares representing in excess of at least seventy-five percent (75%) 25% of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series AShares, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to it shall file, and commercially reasonable use its best efforts to cause to become effective, effective as soon as practicablepractical thereafter, a Registration Statement registering the registration under offering and sale of the Registrable Securities Act held by such Holder (and those of any other Holder, subject to Section 2, who requests to have its Shares included in such Registration Statement). The Company shall promptly following receipt of a Registration Notice pursuant to the last sentence hereof notify the Holders of all other Registrable Securities that and, upon request of such Holders, allow such Holders to include their Registrable Securities in the Holders aforementioned Registration Statement. Notwithstanding the above, (i) if a request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice for registration pursuant to this Section 3.1(a). The holders 2(b) is made within 30 days prior to the conclusion of Senior Registrable Securities the Company's fiscal year, or within 40 days after the end of the Company's fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year, and (ii) the Company shall be limited entitled to postpone for a maximum reasonable period of two time (2not to exceed 90 days, which may not thereafter be extended) demand registrations the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 3.1, provided 2(b) if (x) the Company is in possession of material information that a registration requested pursuant has not been disclosed to this Section 3.1(a) shall the public and the Company deems it advisable not be deemed to have been effected (i) unless a disclose such information in the registration statement or (y) the board of directors of the Company shall determine in good faith that such offering will interfere with respect thereto has been declared effective for a period pending or contemplated financing, merger, acquisition, sale of at least one hundred twenty (120) daysassets, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction recapitalization or other order or requirement similar corporate action of the Commission or other governmental agency or court for any reasonCompany, (iii) if the conditions to closing specified and in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result case of the voluntary termination of such offering by the Holders of Registrable Securities, clause (x) or (ivy) if above, the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an officers' certificate to that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftereffect.

Demand Rights. (i) Subject to Sections 4.1 and 11.16 below, at any time, and from time to time after the conditions Effective Date, if any of this Pace Sponsor, Pace Governance, the Accel Founders or the Restricted Accel Stockholders (A) (together with each of their respective Affiliates) then holds not less than $10 million of Registrable Shares (as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date) or (B) is subject to Section 3.1b(2) of Rule 144 of the Securities Act with respect to such Holder’s Registrable Shares, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its request to have some or all of its Registrable Shares registered for sale (such request, a “Demand Registration”). Upon receipt of the Demand Registration Notice, if the Company shall receive has not already caused the Registrable Shares to be registered on a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) Shelf Registration that the Company then has on file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holderswith, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) daysby, (ii) if after a registration statement has become effective, such registration is interfered with by the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or other governmental agency or court for any reason, thirty (iii30) if the conditions to closing specified calendar days in the purchase agreement or underwriting agreement entered into case of an S-3 Registration pursuant to Section 2.3(ii)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in connection all material respects with applicable SEC rules providing for the sale by such registration are not satisfiedDemanding Holder, and any other than Holders that elect to register their Registrable Shares as a result provided below, of all of the voluntary termination Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such offering notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders of Registrable Securities, that are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (iv“Rule 144”) if without volume or other restrictions or limitations under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable Securities that would otherwise Shares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, for a period of 24 months from the date hereof, no Demand Registration may be made pursuant to this Section 2.1(i) unless such Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting offering pursuant to Section 3.1(b2.1(ii); provided, further, that the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) the result days of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafterprior Demand Registration Notice.

Demand Rights. Subject to the conditions of this Section 3.1, if the Company shall receive Holders may make a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange demand for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of resales of all or part of the Registrable Securities (a “Demand Registration”); provided, however, that (i) the Company shall not be obligated to effect more than two (2) Demand Registrations for Holders request in any twelve month period, and (ii) the number of Registrable Securities proposed to be registered in a written request received sold by the Holder(s) making such written demand either (A) shall be all the Registrable Securities owned by, or that may be issued upon exchange of Class A Units owned by, such Holder(s), or (B) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $5,000,000 or (C) shall not be less than 200,000 shares of Common Stock. Subject to the provisions of Section 2.4 hereof, the Company shall file any Registration Statement required by this Section 2.2(a), which Registration Statement shall comply as to form in all material respects with applicable Commission rules providing for the sale by the Holder(s) of such Registrable Securities (a “Resale Registration Statement”), with the Commission within forty-five (45) days after receipt of the requisite Holder demand and shall use its commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Resale Registration Statement to all Holders as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities as each such Holder may request. Subject to the provisions of Section 2.4 hereof, the Company shall be limited use its commercially reasonable efforts to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared keep each such Resale Registration Statement continuously effective for a period of at least one hundred twenty eighty (120180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Resale Registration Statement by reason of Section 2.4 hereof); provided, however, that in no case shall the Company be obligated to maintain the effectiveness of any Resale Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. The Company may elect to include in any Resale Registration Statement additional shares of Common Stock to be issued by the Company if the Company reasonably believes that inclusion of such additional shares will not adversely affect the marketability of the offering and subject, in the case of an Underwritten Offering, to cutback by the managing underwriters for the offering, if applicable. A registration shall not constitute a Demand Registration under this Section 2.2(a): (i) unless and until the Resale Registration Statement has been declared effective; or (ii) if after a registration statement has become effectivethe Resale Registration Statement is suspended for more than ninety (90) days at any one time. Notwithstanding any provision of this Section 2.2(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Resale Registration Statement, along with Registrable Securities that Holders have requested to be included in such registration is interfered Resale Registration Statement in accordance with by this Section 2.2(a), any stop order, injunction or other order all additional Registrable Securities that are outstanding or requirement issuable upon exchange of the Commission or other governmental agency or court for any reason, Class A Units (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of additional Registrable Securities, the “Additional Demand Securities”); provided, however, that if the Company elects to register any Additional Demand Securities in any Resale Registration Statement, the Company shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective for the longer of (i) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Resale Registration Statement by reason of Section 2.4 hereof) or (ivii) if the Holders of until all Registrable Securities covered thereby cease to be Registrable Securities; provided, further, that would otherwise in no case shall the Company be underwritten are required obligated to exclude maintain the effectiveness of any such Resale Registration Statement once all the Registrable Securities covered thereby cease to be Registrable Securities. Notwithstanding any provision of this Section 2.2(a) to the contrary, the Company shall have the option, in its sole discretion and prior to receiving a notice for Demand Registration from any Holder, to register any or withdraw a all Registrable Securities in any Resale Registration Statement; provided, however, that the Company shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective for the longer of (i) one hundred eighty (180) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Resale Registration Statement by reason of Section 2.4 hereof) or (ii) until all Registrable Securities from covered thereby cease to be Registrable Securities; provided, further, that in no case shall the Company be obligated to maintain the effectiveness of any such underwriting pursuant to Section 3.1(b) Resale Registration Statement once all the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereaftercovered thereby cease to be Registrable Securities.