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 purchase and sale 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”) equal to the per share initial public
		offering price in the IPO.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		(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.
		 a)  The Company hereby makes, as of the date of the
		Underwriting Agreement and as of the Closing Date, 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.
	 

	 
		(b)
	 

	 
		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.
	 

	 
		(c)
	 

	 
		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.
	 

	 
		(d)
	 

	 
		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
	 

	 
		
 

	 

	 
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		terms, except as such enforceability may be limited to applicable
		bankruptcy, insolvency, reorganization, 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.
	 

	 
		(e)
	 

	 
		Such Purchaser represents and warrants to the Company that it is an
		“accredited investor” as defined in Rule 501(a) under the
		Securities Act of 1933, as amended; it will acquire the Shares for its own
		account, for the purpose of investment and not with a view to distribution or
		resale thereof. Such Purchaser further represents that it understands and
		agrees that, until registered under the Securities Act or transferred pursuant
		to the provisions of Rule 144 as promulgated by the Securities and
		Exchange Commission or another exemption from registration, any certificates
		evidencing any of the Shares, whether upon initial issuance or upon any
		transfer thereof, shall bear a legend, prominently stamped or printed thereon,
		reading substantially as follows:
	 

	 
		“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
		REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
		SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED,
		HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
		STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
		APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE
		REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
		APPLICABLE STATE SECURITIES LAWS.”
	 

	 
		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)
	 

	 
		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).
	 

	 
		(b)
	 

	 
		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.
	 

	 
		
 

	 

	 
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		(c)
	 

	 
		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.
	 

	 
		(d)
	 

	 
		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.
	 

	 
		(e)
	 

	 
		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.
	 

	 
		(f)
	 

	 
		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.
	 

	 
		(g)
	 

	 
		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.
	 

	 
		(h)
	 

	 
		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).
	 

	 
		(i)
	 

	 
		Closing Date.  The Closing Date shall have occurred on or
		prior to June 21, 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.
	 

	 
		
 

	 

	 
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		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.
	 

	 
		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
	 

	 
		
 

	 

	 
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		(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.
	 

	 
		(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 [  ], 2007
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				GREENLIGHT CAPITAL, L.P.
			 

		  	
			 
				 
			 

		  
	
			 
				By:  Greenlight Capital, LLC,
 its general partner
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				GREENLIGHT CAPITAL QUALIFIED, L.P.
			 

		  	
			 
				 
			 

		  
	
			 
				By:  Greenlight Capital, LLC,
 its general partner
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				GREENLIGHT CAPITAL OFFSHORE, LTD.
			 

		  	
			 
				 
			 

		  
	
			 
				By:  Greenlight Capital, Inc.,
 its investment manager
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				GREENLIGHT REINSURANCE, LTD.
			 

		  	
			 
				 
			 

		  
	
			 
				By:  DME Advisors, LP, 
 its investment manager 
By:DME
				Advisors GP, LLC, 
its general partner
			 

		  	
			 
				 
			 

		  
	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				THIRD POINT PARTNERS LP
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  


	 
		
 

	 

	 
		8
	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		
 

	 

	 			
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				THIRD POINT PARTNERS QUALIFIED LP
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				THIRD POINT OFFSHORE FUND, LTD.
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				THIRD POINT ULTRA LTD.
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  


	 
		
 

	 

	 
		9
	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				THOMAS J. EDELMAN
			 

		  	
			 
				 
			 

		  


	 
		
 

	 

	 
		10