EXHIBIT
4.4

    


    
      	
              RIGHTS
      CERTIFICATE #:

            	
              NUMBER
      OF RIGHTS:

            


    

     

    THE TERMS
AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS
DATED
[                    ]
(THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE.  COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION
AGENT.

     

    BioFuel
Energy Corp.

    Incorporated
under the laws of the State of Delaware

     

    NON-TRANSFERABLE
RIGHTS CERTIFICATE

    Evidencing
Non-Transferable Subscription Rights to Purchase Depositary Shares

    of
BioFuel Energy Corp.


     

    Subscription
Price:    $0.56

     

    THE
RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY
TIME, ON
[                    ],
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 non-transferable subscription rights (“Rights”) set forth
above. Each whole Right entitles the holder thereof to subscribe for and
purchase one depositary share (a “Depositary Share”) representing a fractional
interest in a share of Series A Non-Voting Convertible Preferred Stock of
BioFuel Energy Corp., a Delaware corporation, at a subscription price of $0.56
(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.  If any Depositary
Shares available for purchase in the Rights Offering are not purchased by other
holders of Rights pursuant to the exercise of their Basic Subscription
Privilege  (the “Excess Depositary Shares”), any Rights holder may
subscribe for such Excess Depositary Shares equal to 100% of the Depositary
Shares that the Rights holder was otherwise entitled to subscribe for under the
Basic Subscription Privilege pursuant to the terms and conditions of the Rights
Offering, subject to proration and reduction, as described in the Prospectus
(the “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 Depositary Share in accordance with the “Instructions as to Use
of BioFuel Energy Corp. Rights Certificates” that accompany this Rights
Certificate.

     

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

     

    Dated:

     

    
      
        
          
            	 
      	 
      	 
      
	
                    President
      and 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:

                 

                BNY
      Mellon Shareowner Services

                Attn:  Corporate
      Actions Dept.

                P.O.
      Box 3301

                South
      Hackensack, NJ  07606

              	
                By Hand or Overnight Courier:

                 

                BNY
      Mellon Shareowner Services

                Attn:  Corporate
      Actions, 27th Floor

                480
      Washington Blvd

                Jersey
      City, NJ  07310

              


      

    

    


    PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY

     

    FORM 1-EXERCISE
OF RIGHTS

     

    To
subscribe for Depositary Shares pursuant to your Basic Subscription Privilege,
please complete lines (a) and (c).  To subscribe for Depositary Shares
pursuant to your Over-Subscription Privilege, which allows you to subscribe for
an additional amount equal to up to 100% of the Depositary Shares for which you
were otherwise entitled to subscribe, please also complete line (b).  To
the extent you subscribe for more Depositary Shares than you are entitled under
the Basic Subscription Privilege, you will be deemed to have elected to purchase
the maximum number of Depositary 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 Privileges in
full.

     

    (a) EXERCISE
OF BASIC SUBSCRIPTION PRIVILEGE:

     

    
      	
              I
      subscribe  for ____________ Depositary Shares

            	
              x
      $ 0.56

            	
               =
      $ ________________

            
	
                             (no.
      of Depositary Shares)

            	
              (rights
      price)

            	
              (payment
      amount enclosed)

            


    

    


    (b) EXERCISE
OF OVER-SUBSCRIPTION PRIVILEGE:

     

    If you
wish to subscribe for additional Depositary Shares pursuant to your
Over-Subscription Privilege:

     

    
      	
              I
      subscribe for _____________ Depositary Shares

            	
              x
      $ 0.56

            	
               =
      $ ________________

            
	
                             (no.
      of Depositary Shares)

            	
              (rights
      price)

            	
              (payment
      amount enclosed)

            


    

    


    NOTE: IF
INSUFFICIENT DEPOSITARY SHARES ARE AVAILABLE TO FULLY SATISFY THE
OVER-SUBSCRIPTION PRIVILEGE REQUESTS OF ALL HOLDERS, THE AVAILABLE UNSUBSCRIBED
DEPOSITARY SHARES WILL BE DISTRIBUTED PROPORTIONATELY AMONG THOSE HOLDERS WHO
EXERCISED THEIR OVER-SUBSCRIPTION PRIVILEGE BASED ON THE NUMBER OF DEPOSITARY
SHARES EACH HOLDER SUBSCRIBED FOR PURSUANT TO THEIR OVER-SUBSCRIPTION
PRIVILEGE.

     

    (c) Total
Amount of Payment Enclosed   =   $___________

     

    METHOD OF
PAYMENT (CHECK ONE)

     

    
      	
               ̈

            	
              Certified
      Check payable to “BNY Mellon Shareholder Services, as Subscription Agent,
      FBO BioFuel Energy Corp.”

            


    

     

    
      	
               ̈

            	
              Cashier’s
      Check payable to “BNY Mellon Shareholder Services, as Subscription Agent,
      FBO BioFuel Energy Corp.”

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM 2-DELIVERY
TO DIFFERENT NAME OR ADDRESS

     

    If you
wish for the Depositary 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 3 and have your signature guaranteed under Form 4.

     

    
      
        
          
            	
                     

                  
	
                     

                  
	
                     

                  


          

        

      

    

    


    FORM 3-SIGNATURE

     

    TO
SUBSCRIBE: I acknowledge that I have the Prospectus for the Rights Offering and
I hereby irrevocably subscribe for the number of Depositary 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 4-SIGNATURE
GUARANTEE

     

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

     

    
      
        	
                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
OKAPI PARTNERS LLC, THE INFORMATION AGENT, AT (877) 869-0171.