UNIT PURCHASE AND OPTION AGREEMENT

               1.2 Accounting Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder and the preparation of financial statements previously furnished to ▇▇▇ pursuant to this Agreement were made and prepared, both as to classification of items and as to amounts, in accordance with sound accounting practices and GAAP.

               1.3 Other Terms Defined in UCC. All other capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or defined therein.

               1.4 Other Interpretive Provisions.

        (a)          The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa.

        (b)          The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

        (c)          The term “including” is not limiting, and means “including, without limitation”.

        (d)          Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Transaction Documents) and other contractual agreements or instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Transaction Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

           (e)          To the extent any of the provisions of the other Transaction Documents are inconsistent with the terms of this Agreement, the provisions of this Agreement shall govern.

           (a)          The purchase price (the “Purchase Price”) for the Class A Units set forth in Section 2.1 shall be $8,861,611. The Purchase Price shall be paid as follows:

              (1)          $2,410,631 shall be paid at Closing in cash by wire transfer of immediately available funds or such other method as is agreed to by ▇▇▇ and CFC; and

              (2)          The balance shall be payable by ▇▇▇ to CFC only from Distributions, including Liquidating Distributions (as both terms are defined in the Operating Agreement), from ▇▇▇▇▇ that ▇▇▇ is entitled to (herein, the “▇▇▇ Distributions”). ▇▇▇ hereby assigns all ▇▇▇ Distributions to the payment of the balance of the Purchase Price until the aggregate of ▇▇▇ Distributions paid to CFC equals $6,450,980.

           (a)          $589,369 shall be paid upon the closing of the purchase of the Option Units in cash by wire transfer of immediately available funds or such other method as is agreed to by ▇▇▇ and CFC; and

           (b)          the balance of $549,020 shall be payable as follows: if and when CFC has been paid $6,450,980 pursuant to Section 2.2(a)(2) hereof, any additional Distributions (as defined in the Operating Agreement) from ▇▇▇▇▇ that ▇▇▇ is entitled to (herein, the “Additional ▇▇▇ Distributions”) are hereby assigned by ▇▇▇ to the payment of the balance of the Option price until the aggregate of Additional ▇▇▇ Distributions under this Section 2.3(b) equals $549,020.

          3.6 Brokers’ Fees. CFC does not have any liability or obligation to pay any commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

          3.7 Sale or Transfer of Class A Units. Since February 10, 2010, CFC has not entered into an agreement or conducted discussions with other prospective purchasers of the Class A Units.

          3.8 Complete Information. Subject to and qualified by the Knowledge Qualifier, this Agreement and, to the extent actually delivered in writing by CFC to ▇▇▇, all financial statements, schedules, certificates, confirmations, agreements, contracts, and other materials and information heretofore or contemporaneously herewith furnished in writing by CFC to ▇▇▇ for purposes of, or in connection with, this Agreement and the transactions contemplated thereby is true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by ▇▇▇ that any projections and forecasts provided by CFC are based on good faith estimates and assumptions believed by CFC to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

          4.1 ▇▇▇▇▇ Organization and Name. ▇▇▇▇▇ is a limited liability company duly organized, existing and in good standing under the laws of the State of South Dakota, with full and adequate power to carry on and conduct its business as presently conducted. ▇▇▇▇▇ is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities require such qualification or licensing, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect. The exact legal name of ▇▇▇▇▇ is as set forth in the first paragraph of this instrument, and ▇▇▇▇▇ currently does not conduct, nor has it during the last five (5) years conducted, business under any other name or trade name.

          4.2 Consent; Absence of Breach. The execution, delivery and performance of the Agreement and the other Transaction Documents, and the transactions hereunder and

thereunder, do not and will not, except as disclosed on Schedule 4.2(a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles of organization of ▇▇▇▇▇, or (iii) any agreement, indenture, instrument, permit or other document, or any judgment, order or decree, which is binding upon ▇▇▇▇▇ or any of its properties or assets, or (c) require, or result in, the creation or imposition of any Lien on any asset of ▇▇▇▇▇.

           4.3 Capitalization. Notwithstanding anything to the contrary in this Agreement, the Knowledge Qualifier shall be inapplicable to this Section 4.3 and CFC warrants that the following provisions of this Section 4.3 are true and correct as of the Closing and each shall survive the execution and delivery of this Agreement

          (a)          As of the date set forth above, the capitalization of ▇▇▇▇▇ is set forth in Schedule 4.3 (the “Capitalization Table”). The Capitalization Table includes a true and complete acccounting of the capitalization of ▇▇▇▇▇, including all units of ▇▇▇▇▇ and other equity securities (and other rights, options or securities convertible into or exerciseable or exchangeable for equity securities) that are authorized, issued, outstanding or reserved for future issuance.

          (b)          All of the presently outstanding equity securities have been duly and validly issued (including, without limitation, issued in compliance with all applicable securities laws) and are fully-paid and nonassessable. To the actual knowledge of the CFC Representatives without independent inquiry, (i) all of the presently outstanding equity securities are owned free and clear of any proxy, voting agreement, voting trust or similar agreement, and (ii) no equity security has been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of ▇▇▇▇▇’▇ members or any other Person.

          (c)          Upon satisfaction of the conditions to complete the Closing including the contribution of the additional $6,805,055 of equity capital to ▇▇▇▇▇ required under Section 2.4 above, the Class C Unit Warrants are terminated. Accordingly, as of the Closing, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or member agreements, or agreements or understandings of any kind for the purchase or acquisition from ▇▇▇▇▇ of any of its securities or under which ▇▇▇▇▇ is obligated to repurchase or redeem any of its securities. To the actual knowledge of the CFC Representatives without independent inquiry, no member of ▇▇▇▇▇ has granted or provided any other person (through an oral or written agreement) a right or option to purchase or acquire from such member any interest of any kind in any securities of ▇▇▇▇▇ in which such member has an interest (whether of record or equitable).

          (d)          No agreement or understanding between ▇▇▇▇▇ and any holder of any equity securities, options or other rights to purchase equity securities from ▇▇▇▇▇ provides for acceleration or other changes in the vesting provisions or other terms of such

agreement or understanding as the result of any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by ▇▇▇▇▇.

          (e)          After the closing and transfer to ▇▇▇ of the Purchased Units described in this Agreement and issuance of the Issued Units under the Contribution Agreement, ▇▇▇ shall own not less than a 49% voting interest and 47.77% economic interest in ▇▇▇▇▇ on a fully diluted basis. After the closing and transfer to ▇▇▇ of the Option Units described in this Agreement, ▇▇▇ shall own not less than a 51% equity and voting interest in ▇▇▇▇▇ on a fully diluted basis.

          4.4 Ownership of Properties; Liens. Except for ▇▇▇▇▇’▇ interest as a licensee under (i) the ICM License Agreement (as defined in the Term Loan), and (ii) certain software license agreements, ▇▇▇▇▇ is the sole owner of all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like), other than Permitted Liens.

          4.5 Intellectual Property. ▇▇▇▇▇ owns and possesses or has a license or other right to use all Intellectual Property, as are necessary for the conduct of the businesses of ▇▇▇▇▇, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect upon ▇▇▇▇▇, and no material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property nor does ▇▇▇▇▇ know of any valid basis for any such claim.

          4.6 Financial Statements. (a) All financial statements of ▇▇▇▇▇ submitted to ▇▇▇ have been prepared at ▇▇▇▇▇’▇ request by ▇▇▇▇▇▇▇▇▇▇▇▇ & Associates in accordance with sound accounting practices and GAAP on a basis, except as otherwise noted therein, and present fairly the financial condition of ▇▇▇▇▇ and the results of the operations for ▇▇▇▇▇ as of such date and for the periods indicated, and (b) since the date of the most recent financial statement submitted by ▇▇▇▇▇ to ▇▇▇, there has been no change in the financial condition or in the assets or liabilities of ▇▇▇▇▇ having a Material Adverse Effect on ▇▇▇▇▇.

          4.7 Litigation and Contingent Liabilities. Except as set forth on Schedule 4.7, there is no litigation, arbitration proceeding, demand, charge, claim, petition or governmental investigation or proceeding pending, or threatened, against ▇▇▇▇▇, which, if adversely determined, might reasonably be expected to have a Material Adverse Effect upon ▇▇▇▇▇. ▇▇▇▇▇ has no material guarantee obligations, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not fully-reflected or fully reserved for in the most recent audited financial statements delivered to ▇▇▇ or fully-reflected or fully reserved for in the most recent quarterly financial statements delivered to ▇▇▇.

          4.8 Event of Default. CFC has no knowledge of the existence of any event of default, and subject to and qualified by the Knowledge Qualifier, ▇▇▇▇▇ has received no

notice of any default (without regard to grace or cure periods) under any other contract or agreement to which it is a party, including, without limitation, the Revolving Loan and the Term Loan.

          4.9 Adverse Circumstances. Other than as disclosed on Schedule 4.9, no condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding) exists which would have a Material Adverse Effect upon ▇▇▇▇▇.

          4.10 Environmental Laws and Hazardous Substances. The representations and statements set forth in this Section 4.10 are qualified by reference to the items disclosed on Schedule 4.10 of this Agreement. ▇▇▇▇▇ has not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Substances, on or off any of the premises of ▇▇▇▇▇ (whether or not owned by it) in any manner which at any time violates any Environmental Law or any license, permit, certificate, approval or similar authorization thereunder. ▇▇▇▇▇ has complied in all material respects with all Environmental Laws and has obtained all licenses, permits certificates, approvals and similar authorizations thereunder. There has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any governmental authority or any other Person, nor is any pending or, to the best of ▇▇▇▇▇’▇ knowledge, threatened, and ▇▇▇▇▇ shall immediately notify ▇▇▇ upon becoming aware of any such investigation, proceeding, complaint, order, directive, claim, citation or notice, and shall take prompt and appropriate actions to respond thereto, with respect to any non-compliance with, or violation of, the requirements of any Environmental Law by ▇▇▇▇▇ or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material or any other environmental, health or safety matter, which affects ▇▇▇▇▇ or its business, operations or assets or any properties at which ▇▇▇▇▇ has transported, stored or disposed of any Hazardous Substances. ▇▇▇▇▇ has no material liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or actual, of any Hazardous Substances or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material.

          4.11 Solvency. Based upon the continuing accuracy of the financial statements prepared and delivered to ▇▇▇▇▇ by ▇▇▇▇▇▇▇▇▇▇▇▇ & Associates, as of the date hereof, ▇▇▇▇▇ is Solvent, and (a) ▇▇▇▇▇ is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (b) ▇▇▇▇▇ does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (c) ▇▇▇▇▇ is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital.

          4.12 ERISA.

          (a)          Neither ▇▇▇▇▇ nor any ERISA Affiliate as of the date hereof (i) maintains, contributes to or has any liability to contribute to any Pension Plan or has within the preceding five years made or accrued such contributions or had such liability,

(ii) contributes to or has any liability to contribute to any Multiemployer Plan or has within the preceding five years made or accrued such contributions or had such liability or (iii) provides or has any material liability to provide post-retirement medical or insurance benefits with respect to employees or former employees (other than benefits required under Section 601 of ERISA, Section 4980B of the IRC or applicable state law).

          (b)          Except as disclosed on Schedule 4.12, neither ▇▇▇▇▇ nor any ERISA Affiliate (i) has knowledge that ▇▇▇▇▇ or the ERISA Affiliate is not in material compliance with the requirements of ERISA, the IRC, or state law with respect to any Employee Benefit Plan, (ii) has knowledge that a Reportable Event occurred or continues to exist in connection with any Pension Plan, or (iii) sponsors an Employee Benefit Plan that it intends to maintain as qualified under the IRC that is not so qualified, and no fact or circumstance exists which may have a material adverse effect on such Employee Benefit Plan’s tax qualified status.

          (c)          Except as, in the aggregate, does not have a Material Adverse Effect, neither ▇▇▇▇▇ nor any ERISA Affiliate has liability for any (i) accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the IRC) under any Pension Plan, whether or not waived, (ii) withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan under Section 4201 or 4243 of ERISA, or (iii) event or circumstance which could result in financial obligation to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, the Department of Labor or any participant in connection with any Employee Benefit Plan (other than routine claims for benefits under the Employee Benefit Plan).

          4.13 Labor Relations. Except as could not reasonably be expected to have a Material Adverse Effect, (i) there are no strikes, lockouts or other labor disputes against ▇▇▇▇▇ or threatened, (ii) hours worked by and payment made to employees of ▇▇▇▇▇ have not been in violation of the Fair Labor Standards Act, as amended, or any other applicable law, and (ii) no unfair labor practice complaint is pending against ▇▇▇▇▇ or threatened before any governmental authority.

          4.14 Taxes. As of the date hereof, ▇▇▇▇▇ has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes, governmental charges and assessments due and payable with respect to such returns, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books, are insured against or bonded over to the satisfaction of ▇▇▇, and the contesting of such payment does not create a Lien on the Class A Units which is not a Permitted Lien. There is no controversy or objection pending or threatened in respect of any tax returns of ▇▇▇▇▇. ▇▇▇▇▇ has made adequate reserves on its books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable.

          4.15 Governmental Regulation. ▇▇▇▇▇ is not, or after giving effect to this Agreement and the other Transaction Documents, will not be, subject to regulation under the Federal Power Act, the ICC Termination Act of 1995 or the Investment Company Act of

1940, each as amended from time to time, or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money.

          4.16 Place of Business. The principal place of business and books and records of ▇▇▇▇▇ are located at ▇▇▇▇▇ ▇▇▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇.

          4.17 Brokers’ Fees. ▇▇▇▇▇ does not have any liability or obligation to pay any commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

          4.18 Permits. ▇▇▇▇▇ has in full force and effect all necessary governmental permits and approvals in order to operate its business in accordance with applicable law. Schedule 4.18 contains a true, complete and correct list of all permits that ▇▇▇▇▇ currently holds, and ▇▇▇▇▇ is in compliance with all terms of such permits. No investigation or review by any governmental entity with respect to ▇▇▇▇▇ or the permits is pending, or, to the knowledge of ▇▇▇▇▇, threatened.

          4.19 Sale or Transfer of Assets; Capitalization. Since February 10, 2010, ▇▇▇▇▇ has not (i) entered into an agreement or conducted discussions with other prospective purchasers of the equity and/or assets of ▇▇▇▇▇, (ii) made any changes to ▇▇▇▇▇’▇ capitalization or paid any dividends or other distributions (other than “Make-Up Consideration” under the Revolving Loan and/or Term Loan) to its members, (iii) become a party to a merger, business combination or consolidation, or completed the sale of all or substantially all of ▇▇▇▇▇’▇ assets or other sale of assets outside of the ordinary course of business, (iv) liquidated, dissolved or recapitalized ▇▇▇▇▇, (v) made changes to ▇▇▇▇▇’▇ Operating Agreement, Articles of Organization or other constituent documents, or (vi) engaged in any businesses other than the businesses in which it is presently engaged. For the avoidance of doubt, nothing herein is intended to restrict or prevent ▇▇▇▇▇’▇ rights to pay or issue “Make-Up Consideration” under the terms of the Revolving Loan and/or Term Loan. CFC has delivered to ▇▇▇ a true, correct and complete copy of the Operating Agreement.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF ▇▇▇

               To induce CFC to close the transactions contemplated in this Agreement, ▇▇▇ makes the following representations and warranties to CFC, each of which shall survive the execution and delivery of this Agreement:

          5.1 Organization and Name. ▇▇▇ is a limited liability company duly organized, existing and in good standing under the laws of the State of South Dakota, with full and adequate power to carry on and conduct its business as presently conducted. The exact legal name of ▇▇▇ is as set forth in the first paragraph of this Agreement.

          5.2 Authorization. ▇▇▇ has full right, power and authority to enter into this Agreement and the other Transaction Documents and to perform all of its duties and obligations under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate

or contravene any provision of law or of the articles of organization of ▇▇▇. All necessary and appropriate action has been taken on the part of ▇▇▇ to authorize the execution and delivery of this Agreement and any other documents or instruments related thereto.

          5.3 Validity and Binding Nature. This Agreement and the other Transaction Documents are the legal, valid and binding obligations of ▇▇▇, enforceable against ▇▇▇ in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

          5.4 Consent; Absence of Breach. The execution, delivery and performance of this Agreement and the other Transaction Documents, and the transactions hereunder and thereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles of organization of ▇▇▇, or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon ▇▇▇ or any of its properties or assets, or (c) require, or result in, the creation or imposition of any Lien on any asset of ▇▇▇.

          6.6 Section 754 Election. CFC agrees that it will not object to ▇▇▇▇▇ making an Election under Section 754 of the Internal Revenue Code for its tax year that includes the effective date of this Agreement.

ARTICLE VII

CLOSING; CLOSING DOCUMENTS

          7.1 Closing. The consummation of the purchase and sale of the Purchased Units (the “Closing”) will take place immediately upon the satisfaction of all conditions to Closing having been either satisfied or waived by the Party entitled to waive the same. Notwithstanding the foregoing, the purchase and sale of the Purchased Units and the issuance of the Issued Units shall be deemed effective as of the Effective Date.

          7.2 Conditions Precedent to REX’s Obligations. The obligation of ▇▇▇ to purchase the Purchased Units from CFC shall be subject to fulfillment or waiver in writing by ▇▇▇ at or prior to the Closing of each of the following conditions:

           (a)        At the Closing, CFC shall deliver to ▇▇▇ all of the following, each to be satisfactory in form and content to ▇▇▇ in its sole but reasonable discretion:

             (1)          48,949 Class A Units of ▇▇▇▇▇ by duly executed assignment.

             (2)          Evidence of the release of all Liens that encumber the Purchased Units reasonably satisfactory to ▇▇▇ and its counsel.

             (3)          A duly executed Agreement in the form attached hereto as Exhibit B.

             (4)          A secretary certificate’s which certifies and attaches (i) a true and complete copy of CFC’s articles of incorporation, (ii) a true and complete copy of the resolution adopted by CFC’ Board of Managers authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing for CFC for the state in which CFC is organized and for each state in which CFC is qualified to do business;

             (5)          Such other certificates, documents and instruments that ▇▇▇ or its counsel may reasonably request in order to consummate the transactions contemplated by this Agreement.

             (6)          At the closing of the Option Units, CFC shall deliver to ▇▇▇ a duly executed Fourth Amended Operating Agreement in the form attached hereto as Exhibit A.

             (7)          A written opinion of counsel for CFC dated as of Closing as to the matters set forth in Sections 4.1, 4.2, 4.3 and 4.7 and as to the enforceability of the Agreement attached as Exhibit B.

             (8)          Any other legal memoranda mutually agreed to by legal counsel of the Parties.

             (9)          At the closing of the Option Units, evidence of the release of all Liens that encumber the Option Units reasonably satisfactory to ▇▇▇ and its counsel.

          (b)          At the Closing, the following shall be delivered to ▇▇▇, each to be satisfactory in form and content to ▇▇▇ in its sole discretion:

             (1)          The Issued Units.

             (2)          Evidence of termination of the Class C Unit Warrants as reasonably satisfactory to ▇▇▇ and its counsel.

             (3)          Evidence of CFC’s compliance with ▇▇▇▇▇’▇ unit transfer policy in connection with the transfer of the Class A Units to ▇▇▇ as reasonably satisfactory to ▇▇▇ and its counsel.

             (4)          A duly executed Contribution Agreement as described in Section 2.4 and in the form attached hereto to as Exhibit C.

             (5)          A secretary certificate’ which certifies and attaches (i) a true and complete copy of ▇▇▇▇▇’▇ articles of organization, (ii) a true and complete copy of the resolution adopted by ▇▇▇▇▇’ Board of Managers authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing for ▇▇▇▇▇ for the state in which ▇▇▇▇▇ is organized and for each state in which ▇▇▇▇▇ is qualified to do business.

             (6)          Within 15 calendar days of the Closing or as soon as reasonably practicable thereafter, unqualified audited financial statements of ▇▇▇▇▇ dated as of the date of Closing prepared by ▇▇▇▇▇▇▇▇▇▇▇▇ & Associates.

             (7)          ▇▇▇ has been provided a true and correct copy of the Revolving Loan and the Term Loan, and upon request, will be provided a complete copy of exhibits and schedules thereto.

          7.3 Conditions Precedent to CFC’s Obligations. The obligation of CFC to sell the Purchased Units to ▇▇▇ shall be subject to fulfillment or waiver in writing by CFC at or prior to the Closing of each of the following conditions:

          (a)          ▇▇▇ shall pay to CFC the portion of the Purchase Price set forth in Section 2.2(a)(1) for the Purchased Units.

          (b)          ▇▇▇ shall deliver to ▇▇▇▇▇ the $6,805,055 capital contribution described in Section 2.4 of this Agreement at Closing.

        (c)          At the Closing, ▇▇▇ shall deliver to CFC all of the following, each to be satisfactory in form and content to CFC in its sole discretion:

             (1)          a duly executed Agreement in the form attached hereto to as Exhibit B.

             (2)          A duly executed Contribution Agreement as described in Section 2.4 and in the form attached hereto to as Exhibit C.

             (3)          A secretary certificate’s which certifies and attaches (i) a true and complete copy of REX’s articles of organization, (ii) a true and complete copy of the resolution adopted by REX’s Board of Managers authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing for ▇▇▇ for the state in which ▇▇▇ is organized.

             (4)          Such other certificates, documents and instruments that CFC or its counsel may reasonably request in order to consummate the transactions contemplated by this Agreement.

             (5)          At the closing of the Option Units, a duly executed Fourth Amended Operating Agreement in the form attached hereto as Exhibit A.

          7.4 Termination. This Agreement may be terminated prior to the occurrence of the Closing as follows:

        (a)          By ▇▇▇ by delivery of written notice to CFC if the conditions for Closing set forth in Section 7.2 have not been satisfied by July 30, 2010, provided that ▇▇▇ in good faith has used commercially reasonable efforts to cause the conditions set forth in Section 7.3 to be met.

        (b)          By CFC by delivery of written notice to ▇▇▇ if the conditions for Closing set forth in Section 7.3 have not been satisfied by July 30, 2010, provided that CFC in good faith has used commercially reasonable efforts to cause the conditions set forth in Section 7.2 to be met.

ARTICLE VIII

INDEMNIFICATION

          8.1 Indemnification by CFC. CFC agrees to indemnify, save, defend, and hold harmless ▇▇▇ and its affiliates and their successors and assigns (the “Other Indemnitees”) from and against, and to promptly reimburse ▇▇▇ and the Other Indemnitees for, all losses, liabilities, indebtedness, damages, actions, causes of action, debts, dues, judgments, penalties, fines, costs, obligations, taxes, expenses, and fees, including all reasonable attorneys’ fees and court costs, paid or incurred by or asserted against ▇▇▇ or the Other Indemnitees or ▇▇▇▇▇ (all of such losses, liabilities and other items being hereinafter collectively referred to as “Indemnified Liabilities”) resulting from, arising out of, relating to or caused by (a) the breach of any representation, warranty or covenant of CFC contained in this Agreement or any document or schedule referred to herein, or (b) the cost and expense of

defending any action, demand, or claim by any third party (other than claims by any third party relating to the matters described on Schedule 4.2) against or affecting ▇▇▇ or ▇▇▇▇▇, which if true or successful, would give rise to a breach of any of the representations, warranties, or covenants of CFC or would obligate ▇▇▇ or ▇▇▇▇▇ or cause ▇▇▇ or ▇▇▇▇▇ to be subject to any obligation, liability, or indebtedness referred to in the preceding clauses even if such action, demand, or claim ultimately proves to be untrue or unfounded. For the avoidance of doubt, since CFC will also be an owner of ▇▇▇▇▇, in the event that ▇▇▇ has a claim against CFC, at the election of ▇▇▇, any such indemnification obligation, or portion thereof, shall be owed solely to ▇▇▇ and CFC shall have no right of contribution or other remedy against ▇▇▇▇▇.

          8.2 Indemnification by ▇▇▇. ▇▇▇ agrees to indemnify, save, defend, and hold harmless CFC from and against, and promptly reimburse CFC for, all Indemnified Liabilities paid or incurred by or asserted against CFC or ▇▇▇▇▇ resulting from, arising out of, relating to or caused by (a) the breach of any representation, warranty, or covenant of ▇▇▇ contained in this Agreement or any agreement, document, or schedule referred to herein, or (b) the cost and expense of defending any action, demand, or claim by any third party against or affecting CFC or ▇▇▇▇▇, which if true or successful, would give rise to a breach of any of the representations, warranties, or covenants of ▇▇▇ or would obligate CFC or ▇▇▇▇▇ or cause CFC or ▇▇▇▇▇ to be subject to any obligation, liability, or indebtedness referred to in the preceding clauses even if such action, demand, or claim ultimately proves to be untrue and unfounded.

          8.3 Limitations on Indemnifications and Warranties with Respect to Time. Any claim for indemnification or for breach of any representation or warranty arising under or out of this Agreement shall be delivered with reasonable specificity in writing delivered to the indemnitor within the following time limitations:

       (a)          CFC’s representations, warranties, and indemnities with respect to Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5, Section 4.1, Section 4.2, Section 4.3, Section 4.4, and Section 4.17 shall survive indefinitely.

       (b)          CFC’s representations, warranties, and indemnities with respect to Sections 4.12 and 4.14 shall survive for the applicable statute of limitations.

       (c)          CFC’s representations, warranties, and indemnities with respect to Section 4.10 shall survive for five years after the Closing.

       (d)          REX’s representations, warranties and indemnities with respect to Article 5 shall survive indefinitely.

       (e)          The Parties’ representations, warranties, and indemnities with respect to all other matters shall expire at the close of business occurring on the 18-month anniversary of the Closing except with respect to claims, whether liquidated or unliquidated, asserted prior thereto.

      9.3 Governing Law. It is the intention of the parties hereto that the laws of the State of South Dakota shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties.

If to ▇▇▇:

▇▇▇ ▇▇▇▇▇, LLC

▇▇▇▇▇ ▇▇▇▇▇, President

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

(▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to:

▇▇▇▇▇▇▇▇ & Shohl

▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

Telephone ▇▇▇-▇▇▇-▇▇▇▇

If to CFC:

Central Farmers Cooperative

▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇

If to ▇▇▇▇▇:

▇▇▇▇▇ Energy, LLC

27283 – ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇

   ▇▇▇:

▇▇▇ ▇▇▇▇▇, LLC

By:   

/s/ ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇, President

CFC:

CENTRAL FARMERS COOPERATIVE

/s/ ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

Its: General Manager

Schedules:

1.1

Permitted Liens – ▇▇▇▇▇ (omitted)

3.4(a)

CFC consents, approvals, Lien releases and/or waivers to get before Closing (omitted)

4.2

Consent; Absence of Breach (omitted)

4.3

Capitalization Table – ▇▇▇▇▇ [pre-Closing and post Closing] (omitted)

4.7

Litigation and Contingent Liabilities – ▇▇▇▇▇ (omitted)

4.9

Adverse Circumstances – ▇▇▇▇▇ (omitted)

4.10

Environmental and Hazardous Substances – ▇▇▇▇▇ (omitted)

4.12

ERISA (omitted)

4.18

Permits – ▇▇▇▇▇ (omitted)

Exhibit A

Form of Fourth Amended and Restated Limited Liability Company Agreement (omitted)

Exhibit B

Form of Agreement

Exhibit C

Form of Contribution Agreement

            (a)          mergers or consolidations with or into any other Business Entity which is not an Affiliate of the Company, whether or not the Company is the surviving entity;

            (b)          dispositions (whether effected by merger, sale of assets, lease, equity exchange or otherwise) of all or substantially all of the assets of the Company, other than through a pledge, security, transfer to a subsidiary under the control of the Company or transfer to effect a securitization of the Company’s assets for purposes of debt financing;

            (c)          amendments of the Operating Agreement requiring approval by the Members to the extent provided in Article 7 of the Operating Agreement;

            (d)          dissolution of the Company under Section 8.1 of the Operating Agreement.

            (a)          Further Assurances. Each Party to this Agreement shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver such other agreements, certificates, instruments or documents as any other party may reasonably request from time to time in order to carry out the intent and purposes of this Agreement.

            (b)          No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any third party other than the Parties and their respective successors and permitted assigns.

            (c)          Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

            (d)          Governing Law. This Agreement will be governed by, and will be construed and enforced in accordance with, the laws of the State of South Dakota without regard to its conflicts of law principles that would require the application of the laws of any other state.

            (e)          Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party and any purported assignment without such consent shall be void provided, however.

            (f)          Counterparts. This Agreement may be executed in one or more counterparts, and by facsimile or email in portable document format, each of which shall be deemed to be an original, but all of which shall be one and the same instrument.

            (g)          Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

            (h)          Notices. All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail (return receipt requested) with postage prepaid, or (c) sent by next day or overnight mail or nationally recognized courier, addressed as follows:

If to ▇▇▇:

with a copy to:

▇▇▇ ▇▇▇▇▇, LLC

▇▇▇▇▇▇▇▇ & Shohl

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

If to CFC:

with a copy to:

Central Farmers Cooperative

Stoel Rives LLP

▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telephone (▇▇▇) ▇▇▇-▇▇▇▇

            (i)           Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by ▇▇▇ and CFC. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

            (j)           Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event any term or provision of this Agreement is deemed to violate the Company’s debt financing agreements or constitute an amendment of the Operating Agreement, such term or provision shall be ineffective to the extent of such violation or amendment, without affecting in any way the remaining provisions hereof or rendering that or any other provision of this Agreement invalid or unenforceable. Notwithstanding the foregoing, if any amendment of this Agreement pursuant to this Section would cause the Parties to lose the material benefit of their economic bargain, then the Parties agree to negotiate in good faith to amend this Agreement in order to restore the lost material benefit.

            (k)          Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

▇▇▇:

▇▇▇ ▇▇▇▇▇, LLC

By:

▇▇▇▇▇ ▇▇▇▇▇, President

CFC:

CENTRAL FARMERS COOPERATIVE

By:

▇▇▇▇▇ ▇▇▇▇, General Manager

          (a)          The Company is a duly organized and validly existing limited liability company under the laws of the State of South Dakota.

          (b)          The Company is in good standing under the laws of the State of South Dakota, and there are no proceedings or actions pending to limit or impair any of its powers, rights and privileges, or to dissolve it.

          (c)          The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by proper corporate action of the Company.

          (d)          The Units issued to Subscriber will be validly issued, fully paid and nonassessable.

          (a)          The Units to be acquired by Subscriber pursuant to this Agreement are being acquired for its own account and not with a view to or for sale in connection with any distribution of such Interests. Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the risks of the purchase of the Units and is able to bear the economic risk of the investment in the Units. Subscriber is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

▇▇▇▇▇ Energy, LLC

Contribution Agreement

          (b)          Subscriber has received all requested information, has fully reviewed, and is familiar with the business and financial condition of the Company.

          (c)          Subscriber certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. (Note: You are subject to backup withholding if (a) you fail to furnish your tax identification number herein; (b) the Internal Revenue Service notifies the Company that you furnished an incorrect tax identification number; (c) you are notified that you are subject to backup withholding; or (d) you fail to certify that you are not subject to backup withholding or you fail to certify your tax identification number.)

          (d)          Subscriber is a bona fide resident of the State of South Dakota. Subscriber is a duly organized and validly existing limited liability company under the laws of the State of South Dakota. Subscriber is in good standing under the laws of the State of South Dakota, and there are no proceedings or actions pending to limit or impair any of its powers, rights and privileges, or to dissolve it. Subscriber was formed for the purpose of investing in the Units and all equity owners of Subscriber are pre-existing entities that are accredited investors. Each of Subscriber’s beneficial owners is a bona fide resident of South Dakota or Ohio.

          (e)          The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by proper corporate action of Subscriber.

          (a)          Anti-Dilution. Without the prior written consent of Subscriber, the Company agrees that it will not (i) dilute Subscriber; (ii) amend the economic rights, preferences, allocations, distributions, determination of Class Percentages, or any other rights and privileges associated with the Class A Units; or (iii) make any material amendments to the Company’s senior and revolving debt financing arrangements.

▇▇▇▇▇ Energy, LLC

Contribution Agreement

          (b)          Warrant. The Company agrees that upon receipt of the Purchase Price, the Company will use the Purchase Price to eliminate the warrants held by ▇▇▇▇▇▇▇▇▇ and/or other participating financial institutions pursuant to Section 2.21 of that certain Revolving Credit and Security Agreement dated July 23, 2009 between the Company and ▇▇▇▇▇▇▇▇▇, as amended.

          (c)          Accounting. The Company will deliver to Subscriber the financial statements set forth in the Operating Agreement within 60 days after the end of each GAAP Fiscal Year (as defined in the Operating Agreement) and such financial statements will be prepared in accordance with the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunder or otherwise applicable to a U.S. public reporting company. The Company’s accounting firm must be a registered independent accounting firm with the Public Company Accounting Oversight Board.

          (d)          Section 754 Election. The Company agrees that it will make an Election under Section 754 of the Internal Revenue Code (“Code”) for its tax year that includes the effective date of this Agreement if (and only if) it is requested to do so by Subscriber. If the Company makes an Election under Section 754 pursuant to this provision, the Company agrees that Subscriber shall have the right to determine the method and manner for the adjustment in the basis of the Company’s assets under Sections 743(b) and 754 of the Code so long as such method and manner are not inconsistent with the Code and regulations promulgated thereunder. Company hereby agrees that the fair market value of the Company’s assets are at least equal to their tax basis as of the Effective Date, and Company represents and warrants that it will treat the fair market value of the Company’s assets as being at least equal to their tax basis as of the Effective Date on all tax returns.

          (e)          Approvals. Concurrently with the execution of this Agreement, the Company shall deliver to Subscriber certified copies of the resolutions adopted by the Company accepting Subscriber as a member of the Company and appointing ▇▇▇▇▇ ▇▇▇▇▇ to serve as a member of the Company’s risk management and executive committees.

          (a)          Notice. If any notification is required by law, such notification shall be deemed reasonable and properly given five days following deposit in the U.S. Mail or one day following deposit in Federal Express or other reputable overnight service postage prepaid, addressed to the Company at 27283 – ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, or Subscriber at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇, President, or at such other address as shall be given in writing by one party to the other.

          (b)          Invalidity of Particular Provisions. The Company and Subscriber agree that the unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

          (c)          Successors or Assigns. The Company and Subscriber agree that all of the terms of this Agreement shall be binding on their respective successors and assigns, and that the term the “Company” and the term “Subscriber” as used herein shall be deemed to include, for all purposes, the respective designees, successors, assigns, heirs, executors and administrators. Notwithstanding the foregoing, this Agreement and the rights and obligations of the parties hereunder shall not be assignable, in whole or in part, by Subscriber without the prior written consent of the Company.

▇▇▇▇▇ Energy, LLC

Contribution Agreement

          (d)          Governing Law. This Agreement shall be interpreted and governed under the laws of the State of South Dakota, other than its choice of law provisions.

          (e)          Waiver. Waiver of any default hereunder by the Company shall not be a waiver of any other default or of a same default on a later occasion. No delay or failure by the Company to exercise any right or remedy shall be a waiver of such right or remedy and no single or partial exercise by the Company of any right or remedy shall preclude other or further exercise thereof or the exercise of another right or remedy at any other time.

          (f)          Representations to Survive Delivery. The representations, warranties, and agreements of the Company and of Subscriber contained in this Agreement will remain operative and in full force and effect and will survive the payment of the Purchase Price and the issuance of the Units.

          (g)          Entire Agreement. This Agreement constitutes the entire agreement of the parties relative to the purchase of the Units by Subscriber and supersedes any and all other agreements and understandings, whether written or oral, relative to the matters discussed herein.

          (h)          Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

▇▇▇▇▇ Energy, LLC

Contribution Agreement

SUBSCRIBER:

COMPANY:

▇▇▇ ▇▇▇▇▇, LLC

▇▇▇▇▇ ENERGY, LLC

By:

By: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Its:

Its: Chief Executive Officer

FEIN: