BIOFUEL ENERGY CORP. 4,250,000 Shares of Common Stock Form of Purchase AgreementBioFuel Energy Corp. • June 12th, 2007 • Industrial organic chemicals • New York
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
