EXHIBIT 4.4


 


	RIGHTS CERTIFICATE NUMBER: [•]	NUMBER OF RIGHTS: [•]


 


THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S 

PROSPECTUS DATED [●], 2014 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY 

REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE 

CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT.


 


BioFuel Energy Corp.


Incorporated under the laws of the State
of Delaware


 


TRANSFERABLE RIGHTS CERTIFICATE


Evidencing Transferable Subscription Rights
to Purchase Shares

of BioFuel Energy Corp.


 


Subscription Price: $5.00 per share


 


THE RIGHTS WILL EXPIRE IF NOT EXERCISED
ON OR BEFORE 5:00 P.M., NEW YORK CITY 

TIME, ON OCTOBER 17, 2014, UNLESS EXTENDED BY THE COMPANY


 


REGISTERED


OWNER: [•]


 


THIS CERTIFIES THAT the registered owner
whose name is inscribed hereon is the owner of the number of transferable subscription rights (“Rights”) set forth
above. Each Right entitles the holder thereof to purchase 2.2445 shares (the “Shares”) (subject to rounding as described
in the Prospectus) of Common Stock of BioFuel Energy Corp., a Delaware corporation (the “Company”), at a subscription
price of $5.00 per Share (the “Basic Subscription Privilege”), pursuant to a rights offering (the “Rights Offering”),
on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of BioFuel Energy
Corp. Rights Certificates” accompanying this Rights Certificate.  In addition Rights holders are entitled to subscribe
for an additional amount of Shares equal to up to 100% of the Shares for which they were otherwise entitled to subscribe (the
“Over-Subscription Privilege”). Third Point (as defined in the Prospectus) has agreed to fully exercise its Over-Subscription
Privilege (the “Third Point Over-Subscription Privilege”) and it will receive any available over-subscription shares
prior to such shares being allocated to other holders, up to the Third Point Ownership Threshold (as defined in the Prospectus).
If there is a sufficient number of shares (the “Excess Shares”) available to fully satisfy the Over-Subscription Privilege
requests of all holders following the exercise of the Rights under all Basic Subscription Privileges and the exercise of the Third
Point Over-Subscription Privilege, all over-subscription requests will be honored in full. If insufficient Shares are available
to fully satisfy the Over-Subscription Privilege requests of all holders following the exercise of thee Rights under all Basic
Subscription Privileges and the exercise of the Third Point Over-Subscription Privilege, the available unsubscribed Shares will
be distributed proportionately among those holders who exercised their Over-Subscription Privilege based on the number of Shares
each holder subscribed for pursuant to their Over-Subscription Privilege.  The Rights represented by this Rights Certificate
may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full
payment of the rights price for each Share in accordance with the “Instructions as to Use of BioFuel Energy Corp. Rights
Certificates” that accompany this Rights Certificate.


 


Other than with respect to Greenlight
(as defined in the Prospectus) and Third Point (as defined in the Prospectus), a person or entity, together with related persons
or entities, may not exercise Rights (including the Over-Subscription Privilege) to purchase Shares in the Rights Offering that
would result in such person or entity, together with any related persons or entities, owning more than 4.99% of the issued and
outstanding shares of common stock of the Company upon the consummation of the Rights Offering, the Acquisition (as defined in
the Prospectus) and the related transactions described in the Prospectus. Without limiting the foregoing, the Company does not
intend to accept any subscriptions pursuant to the Basic Subscription Privilege, or over-subscriptions pursuant to the Over-Subscription
Privilege, if the Company believes such subscriptions or over-subscriptions may have an unfavorable effect on the Company’s
ability to preserve its NOLs (as defined in the Prospectus).


 




    	 



    	 



    

 


Witness the signatures of BioFuel Energy
Corp.’s duly authorized officers.


 


Dated: [•], 2014


 


	President, Chief Executive Officer	 	Vice President, General Counsel and Corporate 

Secretary


 


DELIVERY OPTIONS FOR RIGHTS CERTIFICATE


 


Delivery other than in the manner or to
the addresses listed below will not constitute valid delivery. DO NOT SEND


THIS RIGHTS CERTIFICATE DIRECTLY TO BIOFUEL
ENERGY CORP.


 


	By Mail:	 	By Hand or Overnight Courier:
	 	 	 
	Broadridge Corporate Issuer Solutions, Inc.	 	Broadridge Corporate Issuer Solutions, Inc.
	Attn:  Reorganization Department	 	Attn:  BCIS IWS
	P.O. Box 1317	 	51 Mercedes Way
	Brentwood, NY 11717	 	Edgewood, NY 11717


 


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY


 


FORM 1-EXERCISE OF RIGHTS


 


To subscribe for Shares pursuant to your
Basic Subscription Privilege, please complete lines (a) and (c).  To subscribe for Shares pursuant to your Over-Subscription
Privilege, which allows you to subscribe for an additional number of Shares equal to up to 100% of the Shares for which you were
otherwise entitled to subscribe pursuant to your Basic Subscription Privilege, please also complete line (b).  To the extent
you subscribe for more Shares than you are entitled under the Basic Subscription Privilege, you will be deemed to have elected
to purchase the maximum number of Shares for which you are entitled to subscribe under the Basic Subscription Privilege and the
excess will be deemed to be an election to purchase pursuant to your Over-Subscription Privilege. You cannot exercise any Over-Subscription
Privileges unless you have exercised your Basic Subscription Privilege in full.


 


(a) EXERCISE OF BASIC SUBSCRIPTION
PRIVILEGE:


 


	I subscribe  for ____________ Shares	x $ 5.00	= $ ________________
	         (no. of Shares)	(rights price)	(payment amount enclosed)


 


(b) EXERCISE OF OVER-SUBSCRIPTION
PRIVILEGE:


 


If you fully exercised your Basic Subscription
Privilege and you wish to subscribe for additional Shares pursuant to your Over-Subscription Privilege, you may subscribe for
up to 100% of the Shares for which you were entitled to subscribe pursuant to your Basic Subscription Privilege:


 


	I subscribe for _____________ Shares	x $ 5.00	= $ ________________
	         (no. of Shares)	(rights price)	(payment amount enclosed)


 


NOTE:
If insufficient Shares are available to fully satisfy the Over-Subscription Privilege requests of all holders, the available unsubscribed
Shares will be distributed proportionately among those holders who exercised their Over-Subscription Privilege based on the number
of Shares each holder subscribed for pursuant to their Over-Subscription Privilege.


 




    	 



    	 



    

 


(c) Total Amount of Payment Enclosed  
=   $___________


 


Payments must be made in full in U.S.
currency by certified or cashier’s check payable to Broadridge Corporate Issuer Solutions, Inc., as subscription agent (the
“Subscription Agent”) drawn upon a U.S. bank, or by wire transfer. Such payment will be deemed to have been received
by the Subscription Agent immediately upon receipt. Personal checks will not be accepted.


 


METHOD OF PAYMENT (CHECK ONE)


 


		 ̈	Certified
                                         Check payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription
                                         Agent for BioFuel.”



 


		 ̈	Cashier’s
                                         Check payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription
                                         Agent for BioFuel.”



 


		 ̈	Wire
                                         transfer of immediately available funds directly to the account maintained by Broadridge
                                         Corporate Issuer Solutions, Inc., as Subscription Agent for BioFuel, for purposes of
                                         accepting subscriptions in this rights offering at Wells Fargo Bank, 420 Montgomery Street,
                                         San Francisco, CA 94104, ABA #121000248, SWIFT Code WFBIUS6S, Account #4124218686, account
                                         name Broadridge Corporate Issuer Solutions, with reference to the rights holder’s
                                         name.



 


FORM 2-TRANSFER TO DESIGNATED TRANSFEREE


 


To transfer your subscription rights to
another person, complete Form 2, sign under Form 4 and have your signature guaranteed under Form 5.


 


FOR VALUE
RECEIVED, the undersigned does/do hereby sell, assign and transfer to:


	 	 
	Name of Transferee	 
	 	 
	Address of Transferee	 
	 	 
	City, State, Zip Code	 
	 	 
	Social Security Number	 


 


______ Rights to purchase Shares of Common
Stock of BioFuel Energy Corp. represented by certificate number(s)


_______ inclusive, standing in the name of the undersigned
on the books of BioFuel Energy Corp.


 


The undersigned does/do hereby irrevocably
constitute and appoint Broadridge attorney to transfer the said Rights on the books of BioFuel Energy Corp., with full power of
substitution in the premises.


 


FORM 3-DELIVERY TO DIFFERENT NAME OR ADDRESS


 


If you wish for the Shares underlying
this Rights Certificate to be delivered to a name or address different from that shown on the face of this Rights Certificate,
please enter the alternate name or address below, sign under Form 4 and have your signature guaranteed under Form 5.


 




    	 



    	 



    

 





 



 





 



 





 



 


FORM 4-SIGNATURE


 


TO SUBSCRIBE: I acknowledge that I have
the Prospectus for the Rights Offering and I hereby irrevocably subscribe for or transfer to a designated transferee (as applicable)
the number of Shares indicated above on the terms and conditions specified in the Prospectus.


 


	Signature(s):	 	 



 


IMPORTANT: The signature(s) must
correspond with the name(s) as printed on the face of this Rights Certificate in every particular, without alteration or
enlargement, or any other change whatsoever.


 


FORM 5-SIGNATURE GUARANTEE


 


This form must be completed if you have
completed any portion of Form 2 or Form 3.


 


	Signature Guaranteed:	 	 
	 	(Name of Bank or Firm)	 


 


	By:	 	 
	 	(Signature of Officer)


 


IMPORTANT:  The signature(s) should
be guaranteed by an Eligible Guarantor Institution (bank, stock broker, savings & loan association or credit union) with
membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


FOR INSTRUCTIONS ON THE USE OF BIOFUEL
ENERGY CORP. RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT, AT (855) 627-5082.