BIOFUEL ENERGY CORP. 4,250,000 Shares of Common Stock Form of Purchase Agreement

(b) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Purchasers, at the location and at the time of the closing of the IPO, subject to the satisfaction of the conditions set forth herein. The time and date of such payment for the Shares is referred to herein as the “Closing Date”.

Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Purchasers of the Shares to be purchased on such date in definitive form registered in the names of the Purchasers, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company.

2. Representations and Warranties of the Company. The Company hereby makes the same representations and warranties to each of the Purchasers as the Company makes to the Underwriters pursuant to Section 3 of the Underwriting Agreement. For purposes of this Section 2, each reference in such Section 3 to “Underwriters” shall be deemed a reference to “Purchasers”, each such reference in such Section 3 to the “Underwriting Agreement” (or to “this Agreement” in such Section 3) shall be deemed a reference to this Agreement, each such reference in such Section 3 to the “Shares” shall be deemed a reference to the Shares being issued pursuant to this Agreement, and any references in such Section 3 to the “Additional Closing Date” shall be disregarded.

(a) Registration Rights Agreement. Upon the issuance of the Shares on the Closing Date, the Shares will constitute “Registrable Securities” as defined in the Registration Rights Agreement attached hereto as Exhibit A.

(b) Exchange Listing. The Shares have been included in the Company’s application for listing on the NASDAQ Global Market and the Company’s common stock has been approved for the listing on the NASDAQ Global Market.

(c) Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in the Registration Statement (as defined in the Underwriting Agreement), Time of Sale Information (as defined in the Underwriting Agreement), or Prospectus under the heading “Use of Proceeds”.

3. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, as to itself, as of the date hereof and as of the Closing Date that:

(a) Organization and Qualification. Such Purchaser (other than Mr. Edelman) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has the requisite corporate or limited partnership power, as applicable, to own its properties and to carry on its business as now being conducted.

(b) Authorization; Enforceability. (i) Such Purchaser (other than Mr. Edelman), has the requisite corporate or limited partnership power and authority, as applicable, to enter into and perform its obligations under this Agreement; (ii) the execution and delivery of this Agreement by such Purchaser (other than Mr. Edelman) and the consummation by such Purchaser (other than Mr. Edelman) of the transactions contemplated hereby have been duly authorized and no further consent or corporate or limited partnership authorization is required therefor; (iii) this Agreement has been duly executed and delivered by such Purchaser; and (iv) assuming due execution and delivery by the Company, this Agreement constitutes the valid and binding obligation of such Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited to applicable bankruptcy, insolvency, reorganization,

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