Exhibit 10.34
	 

	 
		BIOFUEL ENERGY CORP.
	 

	 
		 
	 

	 
		4,250,000 Shares of Common Stock
	 

	 
		 
	 

	 
		Form of Purchase Agreement
	 

	 
		June [   ], 2007
	 

	 
		Greenlight Capital, L.P.
	 

	 
		Greenlight Capital Qualified, L.P.
	 

	 
		Greenlight Capital Offshore, Ltd.
	 

	 
		Greenlight Reinsurance, Ltd.
	 

	 
		2 Grand Central Tower
	 

	 
		140 East 45th Street, 24th Floor
	 

	 
		New York, NY 10017
	 

	 
		 
	 

	 
		Third Point Partners LP
	 

	 
		Third Point Partners Qualified LP
	 

	 
		Third Point Offshore Fund, Ltd.
	 

	 
		Third Point Ultra Ltd.
	 

	 
		390 Park Avenue, 18th Floor
	 

	 
		New York, NY 10022
	 

	 
		Mr. Thomas J. Edelman
	 

	 
		667 Madison Avenue, 4th Floor
	 

	 
		New York, NY 10021
	 

	 
		Ladies and Gentlemen:
	 

	 
		BioFuel Energy Corp., a Delaware corporation
		(the “Company”),
		proposes to issue and sell to you (each a “Purchaser”
		and, collectively, the “Purchasers”), an aggregate of 4,250,000 shares of common
		stock, par value $0.01 share (the “Common Stock”),
		of the Company (the “Shares”).
		The issuance and sale to the Purchasers of the Shares is to be consummated
		substantially simultaneously with the issuance and sale of 5,250,000 shares of
		Common Stock by the Company pursuant to an Underwriting Agreement dated the
		date hereof (the “Underwriting
		Agreement”) among the Company,
		J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and A.G. Edwards
		& Sons, Inc., as representatives of the several Underwriters (the
		“Underwriters”) named therein, to the Underwriters (the
		“IPO”). As used herein, the term
		“recapitalization” shall have the meaning assigned thereto in the
		Prospectus (as defined in the Underwriting Agreement) and the term
		“contribution” shall refer to the contribution by the Company of the
		net proceeds of the offering contemplated by this Agreement to BioFuel Energy,
		LLC, as described in the Prospectus.
	 

	 
		1. Purchase of the Shares by the Purchasers. 
	 

	 
		(a) The Company agrees to issue and sell the
		Shares to the several Purchasers as provided in this Agreement, and each
		Purchaser, on the basis of the representations and warranties set forth herein
		and subject to the conditions set forth herein, agrees, severally and not
		jointly, to purchase from the Company the respective number of Shares set forth
		opposite such Purchaser’s name in Schedule 1 hereto at a price per share
		(the “Purchase
		Price”) of
		$[         ].
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(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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		moratorium, liquidation or similar laws
		relating to, or affecting generally, the enforcement of creditors’ rights
		and remedies or by other equitable principles of general application or by the
		public policy provisions of federal securities laws.
	 

	 
		(c) Knowledge and Experience. Such Purchaser: (i) has such knowledge and experience
		in financial and business matters so as to be capable of evaluating the merits
		and risks of an investment in the Company; (ii) is prepared to bear the
		economic risk of such an investment; and (iii) has consulted with its or his
		own legal, financial, tax, and other advisors to the extent it has deemed
		appropriate in connection with any investment in the Company, as well as the
		purchase of the Shares.
	 

	 
		(d) Condition to Closing. Such Purchaser acknowledges and agrees that the
		closing of the purchase and sale contemplated hereby is contingent upon the
		closing of the IPO, and that if, for whatever reason, the IPO is not completed,
		the Company shall not be obligated to issue and sell the Shares and such
		Purchaser shall not be required to purchase the Shares and this Agreement shall
		terminate in accordance with Section 6 below.
	 

	 
		4. Condition of Purchasers’
		Obligations. The obligation of each
		Purchaser to purchase the Shares on the Closing Date as provided herein is
		subject to the following conditions:
	 

	 
		(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the
		Registration Statement (as defined in the Underwriting Agreement) shall be in
		effect, and no proceeding for such purpose or pursuant to Section 8A under the
		Securities Act of 1933, as amended, shall be pending before or threatened by
		the Securities and Exchange Commission.
	 

	 
		(b) Representations and Warranties. The representations and warranties of the Company
		contained herein shall be true and correct on the date hereof and on and as of
		the Closing Date (except to the extent any such representations and warranties
		expressly relate to an earlier date, in which case, as of such earlier
		date).
	 

	 
		(c) Public Offering Shares. The Underwriters shall have purchased, prior to or
		substantially simultaneously with the purchase of Shares by the Purchasers
		hereunder, the Underwritten Shares (as defined in the Underwriting Agreement)
		at the same purchase price (less any underwriting discount) per share payable
		by the Purchasers hereunder.
	 

	 
		(d) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule,
		regulation or order shall have been enacted, adopted or issued by any federal,
		state or foreign governmental or regulatory authority that would, as of the
		Closing Date, prevent the issuance or sale of the Shares; and no injunction or
		order of any federal, state or foreign court shall have been issued that would,
		as of the Closing Date, prevent the issuance or sale of the Shares.
	 

	 
		(e) Recapitalization. The recapitalization shall have been effected
		substantially in accordance with the description thereof in the Registration
		Statement, Time of Sale Information and Prospectus, each as defined in the
		Underwriting Agreement.
	 

	 
		(f) No Material Adverse Change. No event or condition of a type described in Section
		3(f) of the Underwriting Agreement shall have occurred or shall exist, which
		event or condition is not described in the Time of Sale Information (excluding
		any amendment or supplement thereto) and the Prospectus (excluding any
		amendment or supplement thereto) and the effect of which in the judgment of the
		Purchasers makes it impracticable or inadvisable to proceed with the offering,
		sale or delivery of the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Shares on the Closing Date, on the terms and
		in the manner contemplated by this Agreement, the Time of Sale Information and
		the Prospectus.
	 

	 
		(g) Officer’s Certificate. The Purchasers shall have received on and as of the
		Closing Date, a certificate of the chief financial officer or chief accounting
		officer of the Company and one additional senior executive officer of the
		Company who is satisfactory to the Purchasers confirming that, to the best
		knowledge of such officers, the representations and warranties of the Company
		in this Agreement are true and correct and that the Company has complied with
		all agreements and satisfied all conditions on its part to be performed or
		satisfied hereunder at or prior to such Closing Date.
	 

	 
		(h) Good Standing.
		The Purchasers shall have received on and as of the Closing Date, satisfactory
		evidence of the good standing of the Company and its subsidiaries in their
		respective jurisdictions of organization and their good standing as foreign
		entities in such other jurisdictions as the Underwriters may request under the
		Underwriting Agreement, in each case in writing or any standard form of
		telecommunication from the appropriate Governmental Authorities (as defined in
		the Underwriting Agreement) of such jurisdictions.
	 

	 
		(i) Exchange Listing. The Shares to be delivered on the Closing Date, shall
		have been approved for listing on the Exchange (as defined in the Underwriting
		Agreement), subject to official notice of issuance.
	 

	 
		(j) Additional Documents. On or prior to the Closing Date, the Company shall
		have furnished to the Purchasers such further certificates and documents as the
		Purchasers may reasonably request.
	 

	 
		(k) Legal Opinion.
		On the Closing Date, the Purchasers shall have received an opinion of Cravath,
		Swaine & Moore LLP in a form reasonably satisfactory to the Purchasers to
		the effect that (i) the Shares have been duly and validly authorized, and, when
		issued and delivered to and paid for by the Purchasers pursuant to this
		Agreement, will be validly issued, fully paid, and nonassessable, and (ii) this
		Agreement has been duly authorized, executed and delivered by the Company and,
		when executed and delivered by each of the Purchasers, will constitute a legal,
		valid and binding obligation of the Company, enforceable against the Company in
		accordance with its terms (subject to applicable bankruptcy, insolvency,
		reorganization, moratorium, fraudulent transfer and other similar laws
		affecting creditors’ rights generally from time to time in effect and to
		general principles of equity, including, without limitation, concepts of
		materiality, reasonableness, good faith and fair dealing, regardless of whether
		considered in a proceeding in equity or at law).
	 

	 
		(l) Closing Date.
		The Closing Date shall have occurred on or prior to June [   ],
		2007.
	 

	 
		5. Effectiveness of Agreement. This Agreement shall become effective upon the
		execution and delivery hereof by the parties hereto.
	 

	 
		6. Termination.
		This Agreement shall automatically terminate if after the execution and
		delivery of this Agreement and prior to the Closing Date, the Underwriting
		Agreement shall have been terminated in accordance with its terms.
	 

	 
		7. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be
		binding upon the parties hereto and their respective successors. Nothing in
		this Agreement is intended or shall be construed to give any other person any
		legal or equitable right, remedy or claim under or in respect of this Agreement
		or any provision contained herein.
	 

	 
		 
	 

	 
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		8. Survival. The
		respective representations, warranties and agreements of the Company and the
		Purchasers contained in this Agreement shall survive the delivery of and
		payment for the Shares and shall remain in full force and effect, regardless of
		any investigation made by or on behalf of the Company or the Purchasers.
	 

	 
		9. Defined Term.
		For purposes of this Agreement, the term “business day” means any day
		other than a day on which banks are permitted or required to be closed in New
		York City.
	 

	 
		10. Miscellaneous.
		
	 

	 
		(a) Notices. All
		notices and other communications hereunder shall be in writing and shall be
		deemed to have been duly given if mailed or transmitted and confirmed by any
		standard form of telecommunication. 
	 

	 
		If to the Company:
	 

	 
		BioFuel Energy, LLC
	 

	 
		1801 Broadway, Suite 1060
	 

	 
		Denver, Co 80202
	 

	 
		Telecopy: (303) 592-8117
	 

	 
		Attention: Michael N. Stefanoudakis
	 

	 
		If to Greenlight:
	 

	 
		2 Grand Central Tower
	 

	 
		140 East 45th Street, 24th Floor
	 

	 
		New York, NY 10017
	 

	 
		Telecopy: (212) 973-9219
	 

	 
		Attention: Andrew Weinfeld
	 

	 
		If to Third Point:
	 

	 
		390 Park Avenue, 18th Floor
	 

	 
		New York, NY 10022
	 

	 
		Telecopy: (212) 224-7401
	 

	 
		Attention : Daniel S. Loeb
	 

	 
		If to Mr. Edelman:
	 

	 
		667 Madison Avenue, 4th Floor
	 

	 
		New York, NY 10021 
	 

	 
		Telecopy: (212) 888-6877
	 

	 
		(b) Governing Law.
		This Agreement shall be governed by and construed in accordance with the laws
		of the State of New York. This Agreement represents the entire agreement of the
		parties hereto with respect to the matters addressed in this Agreement. No
		party shall have the right to assign any of its rights or obligations under
		this Agreement without, in the case of a Purchaser, the prior written consent
		of the Company and in the case of the Company, each of the Purchasers.
	 

	 
		 
	 

	 
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		(c) Waiver of Jury Trial. The Company and the Purchasers hereby irrevocably
		waive, to the fullest extent permitted by applicable law, any and all right to
		trial by jury in any legal proceeding arising out of or relating to this
		Agreement or the transactions contemplated hereby.
	 

	 
		(d) Counterparts.
		This Agreement may be signed in counterparts (which may include counterparts
		delivered by any standard form of telecommunication), each of which shall be an
		original and all of which together shall constitute one and the same
		instrument.
	 

	 
		(e) Amendments or Waivers. No amendment or waiver of any provision of this
		Agreement, nor any consent or approval to any departure therefrom, shall in any
		event be effective unless the same shall be in writing and signed by the
		parties hereto.
	 

	 
		(f) Headings. The
		headings herein are included for convenience of reference only and are not
		intended to be part of, or to affect the meaning or interpretation of, this
		Agreement.
	 

	 
		 
	 

	 
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		If the foregoing is in accordance with your
		understanding, please indicate your acceptance of this Agreement by signing in
		the space provided below.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours,
				

			 
	 	 	 
	 	 	BIOFUEL
				ENERGY CORP.
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				  

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Accepted: June 12, 2007
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  GREENLIGHT CAPITAL, L.P.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  GREENLIGHT CAPITAL QUALIFIED,
				  L.P.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  GREENLIGHT CAPITAL OFFSHORE,
				  LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  GREENLIGHT REINSURANCE, LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  THIRD POINT PARTNERS LP
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  THIRD POINT PARTNERS QUALIFIED
				  LP
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  THIRD POINT OFFSHORE FUND,
				  LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  THIRD POINT ULTRA LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  THOMAS J. EDELMAN
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
	 

	 
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		Schedule 1
	 

	 
		 
	 

	 
			
				
				  Purchaser
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Number of Shares
				

			 	
				
				   
				

			 
	
				
				  Greenlight Capital, L.P.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  263,740
				

			 	
				
				   
				

			 
	
				
				  Greenlight Capital Qualified,
				  L.P.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  1,082,364
				

			 	
				
				   
				

			 
	
				
				  Greenlight Capital Offshore,
				  Ltd.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  126,153
				

			 	
				
				   
				

			 
	
				
				  Greenlight Reinsurance, Ltd.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  1,027,743
				

			 	
				
				   
				

			 
	
				
				  Third Point Partners LP
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  177,000
				

			 	
				
				   
				

			 
	
				
				  Third Point Partners Qualified
				  LP
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  170,000
				

			 	
				
				   
				

			 
	
				
				  Third Point Offshore Fund,
				  Ltd.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  715,000
				

			 	
				
				   
				

			 
	
				
				  Third Point Ultra Ltd.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  188,000
				

			 	
				
				   
				

			 
	
				
				  Mr. Thomas J. Edelman
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  500,000
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				  4,250,000
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		Exhibit A
	 

	 
		[Registration Rights Agreement]