BIOFUEL ENERGY S-1/A Filing

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BIOFUEL ENERGY  S-1/A Filing Powered By Docstoc
					                                 As filed with the Securities and Exchange Co mmission on November 17, 2010
                                                                                                                    Registration No. 333-169982


                              UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                                                             Washington, DC 20549




                                                               Amendment No. 1 to


                                                              FORM S-1
                               REGISTRATION STATEMENT UNDER THE S ECURITIES ACT OF 1933




                                    BIOFUEL ENERGY CORP.
                                               (Exact name of reg istrant as specified in its charter)

                  Delaware                                              2869                                           20-5952523
        (State or other jurisdiction of                    (Primary Standard Industrial                             (I.R.S. Employer
       incorporation or organization)                      Classification Code Nu mber)                          Identificat ion Nu mber)

                                                         1600 Broadway, Suite 2200
                                                             Denver, CO 80202
                                                         Telephone: (303) 640-6500
              (Address, including zip code, and telephone number, including area code, of reg istrant ’s principal executive offices)

                                                               Mark L. Zoeller
                                                         1600 Broadway, Suite 2200
                                                              Denver, CO 80202
                                                          Telephone: (303) 640-6500
                     (Name, address, including zip code, and telephone number, including area code, of agents for service)



                                                                   Copies to:
                                                               Craig F. Arcella
                                                        Cravath, S waine & Moore LLP
                                                              825 Eighth Avenue
                                                            New York, NY 10019
                                                          Telephone: (212) 474-1000
                                                             Fax: (212) 474-3700




     Approximate date of co mmencement of proposed sale to the public: As soon as practicable after the effective date of this Regis tration
Statement.

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pu rsuant to Rule 415 under the
Securities Act of 1933 check the following box. 

     If this Form is filed to reg ister additional securities for an offering pursuant to Rule 462(b) under the Securit ies Act, ple ase check the
following box and list the Securities Act registration statement number of the earlier effective reg istration statement for the same offering. 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following bo x and list the
Securities Act registration statement number of the earlier effect ive registration statement for the same o ffering. 

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securit ies Act, check the following box and list the
Securities Act registration statement number of the earlier effect ive registration statement for the same o ffering. 

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, o r a s maller reporting
company. See the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting co mpany‖ in Ru le 12b -2 of the Exchange
Act.

         Large accelerated filer                                                                 Accelerated filer 
         Non-accelerated filer  (Do not check if a smaller reporting co mpany)                   Smaller reporting co mpany 




                                                   CALCULATION OF REGIS TRATION FEE

         Title of cl ass of                                           Proposed                   Proposed maxi mum
         securities to be                Amount to be             maxi mum offering               aggregate offering                  Amount of
            registered                    registered                price per unit                      price                     registration fee(4)
 Subscription rights to purchase
        depositary shares                     29,773,422                              (1 )                             (1 )                             (1 )
 Depositary shares representing
            interests in
Series A Non-Voting Convertible
         Preferred Stock                      29,773,422      $                    0.56      $              16,673,116        $               1,188.79(4 )
Series A Non-Voting Convertible
         Preferred Stock,
    par value $0.01 per share                   2,000,000                             (2 )                             (2 )                             (2 )
 Co mmon stock, $0.01 par value
             per share                        29,773,422                              (3 )                             (3 )                             (3 )

(1) Pursuant to Rule 457(g) o f the Securities Act of 1933, as amended, no separate registration fee is required for the subscription rights, since
they are being registered in the same reg istration statement as the depositary shares underlying the subscription rights.
(2) Each depositary share represents a fractional interest in a share of Series A Non -Vot ing Convertib le Preferred Stock. Because no separate
consideration will be received by the registrant for the Series A Non -Voting Convertible Preferred Stock, no reg istration fee is required with
respect to these securities.
(3) The depositary shares are, by virtue of the conversion rate of the Series A Non -Voting Convertible Preferred Stock in wh ich they represent
interests and the depositary arrangements, effect ively convertible into shares of common stock on a one-for-one basis. Pursuant to Rule 457(i)
of the Securit ies Act of 1933, as amended, where convertible securities and the securities into which conversion is offered a re registered at the
same time, the registration fee is to be calculated on the basis of the proposed offering price of the convertible securities alone.
(4) Previously paid by the registrant in connection with the init ial filing of this Registration Statement.




The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effecti ve date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effecti ve in
accordance wi th Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effecti ve on such date as the
Commission, acting pursuant to sai d Section 8(a), may determi ne.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registratio n
statement filed with the Securities and Exchange Commission is effecti ve. This pros pectus is not an offer to sell these secur ities, and we
are not soliciting an offer to buy the securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 17, 2010

Prospectus




BioFuel Energy Corp.
Subscription Rights, Depositary Shares, Series A Non-Voting Convertible Preferred Stock and Common Stock

     We are distributing at no charge to the record holders of our common stock as of 5:00 p.m., New Yo rk City t ime, on                      ,
which we refer to as the record date, non-transferable subscription rights to purchase depositary shares representing an aggregate of 2,000,000
shares of the Series A Non-Vot ing Convertib le Preferred Stock. The nu mber of subscription rights distributed in this rights offering will
be                 . The subscription rights will be distributed pro rata to the holders of our common stock based on the number of shares of
common stock held on the record date. Each subscription right will permit the holder of such right to acquire, at a rights price equal to $0.56,
one depositary share under the basic subscription privilege and will also provide an over-subscription privilege. Th is rights price represents
a                  % discount to the closing price of our co mmon stock on                    . The over-subscription privilege will entitle the
holder of the subscription right to subscribe for an additional amount of depositary shares equal to up to 100% of the depositary shares for
which the holder was otherwise entitled to subscribe. The subscription rights will exp ire and have no value if they are not exercised by
5:00 p.m., New Yo rk City time, on                    , the exp iration date. The subscription rights may not be sold or transferred. All exercises
of subscription rights are irrevocable. Subject to certain conditions and possible reductions as described in more detail herein, the total
proceeds expected to be raised in the rights offering is $            .

     Each depositary share will represent a fractional interest in a share of Series A Non -Vot ing Convertib le Preferred Stock equal
to           of a share of Series A Non-Voting Convertible Preferred Stock (subject to adjustment as described in this prospectus) and will
entitle the holder, through the depositary, to a proportional fractional interest in the rights and preferences of such share of Series A
Non-Voting Convertible Preferred Stock, including conversion, dividend, liquidation and v oting rights, subject to the terms of the deposit
agreement. Each share of Series A Non-Vot ing Convertible Preferred Stock will, following the approval by the holders of our common stock
and class B common stock of the authorizat ion and issuance of additional shares of common stock, automatically convert into               shares
of common stock (subject to adjustment as described in this prospectus). Upon conversion of the Series A Non-Vot ing Convertible Preferred
Stock, each depositary share shall entitle the holder thereof to receive one share of co mmon stock and, upon the distribution of one share of
common stock to the holder of each such depositary share, each such depositary share shall be automatically cancelled and hav e no further
value. The depositary will distribute the shares of common stock it receives upon conversion of the Series A Non -Vot ing Con vertible
Preferred Stock to the holders of the depositary shares entitled to receive such distribution in proportion to the number of outstanding
depositary shares held by each such holder, on the date of receipt or as soon as practicable thereafter.

     BioFuel Energy Corp. is a holding co mpany and its sole asset is its membership interest in BioFuel Energy, LLC, which we refe r to as the
―LLC.‖ Concurrent with this rights offering, the LLC will be conducting a concurrent private placement. The LLC’s concurrent private
placement has been structured so as to provide the holders of membership interests in the LLC (other than BioFuel Energy Corp.), whose
interests are exchangeable on a one-for-one basis for shares of common stock, with a private placement that is economically eq uivalent to this
rights offering. Sub ject to certain conditions and possible reductions as described in more detail herein, the total proceeds expected to be
raised by the LLC in the LLC’s concurrent private placement is $            .

     Existing stockholders and holders of membership interests in the LLC that are also lenders under our bridge loan agreement or under our
subordinated loan agreement have agreed, subject to certain conditions and possible reductions, to participate in this rights offering and the
LLC’s concurrent private placement fo r their fu ll basic subscription privileges and to purchase immed iately prior to exp irat ion of this rights
offering all of the available depositary shares not otherwise sold in this rights offering and to purchase all of the availab le preferred
membership interests in the LLC not otherwise sold in the LLC’s concurrent private placement.

    Shares of our common stock are traded on The Nasdaq Global Market under the symbol ―BIOF.‖ The closing price of shares of our
common stock on           was $           per share. The depositary shares will be transferable fo llo wing the in itial issuance of the depositary
shares. The depositary shares will not be listed for trading on any stock exchange. The depositary shares are a new issue of securities for
which there currently is no market.
Investing in the securities offered by this prospectus involves a high degree of risk. You should carefully consider the risks d escribed under
the “Risk Factors” section of this prospectus beginning on page 23 before buying any of the depositary shares offered hereb y.




Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined i f this pros pectus is truthful or complete. Any representati on to the contrary is a cri minal offense.

                                                The date of this prospectus is           , 2010
                                                            Table of Contents

Prospectus Summary                                                                                                                          1
Summary of the Rights Offering                                                                                                              9
Risk Factors                                                                                                                               23
Forward-Looking Statements                                                                                                                 47
Use of Proceeds                                                                                                                            48
Market Price and Dividends on Common Stock                                                                                                 49
Capitalization                                                                                                                             51
Selected Financial Data                                                                                                                    52
The Rights Offering                                                                                                                        54
Description of Capital Stock                                                                                                               71
Security Ownership of Certain Beneficial Owners and Management                                                                             84
Material U.S. Federal Inco me Tax Consequences                                                                                             87
Plan of Distribution                                                                                                                       92
Legal Matters                                                                                                                              92
Experts                                                                                                                                    92
Incorporation by Reference                                                                                                                 92
Where You Can Find More In formation                                                                                                       93

                                                           About This Pros pectus

         We are res ponsible onl y for the information contained in this prospectus or incorporated by reference into this pros pectus or
to which we have referred you, includi ng any free writing pros pectus that we file with the Securities and Exchange Commission
relating to this pros pectus. We have not authorized anyone to provi de you wi th any other information, and we take no responsibility
for any other information that others may provi de you. We are not making an offer of securities in any state or other jurisdi ction
where the offer is not permi tted. To the extent that any facts or events arising after the date of this prospectus, indi vi dually or in the
aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the
extent required by law to contai n all material informati on. We encourage you to consult your own counsel, accountant and other
advisors for legal, tax, business, financial and related advice regardi ng an investment in our securities.




        As used in this prospectus, unless the context requires otherwise, ―BioFuel,‖ ―we,‖ ―our,‖ ―us‖ and the ―Company‖ refer to BioFuel
Energy Corp. and its subsidiaries. References to ―Carg ill‖ refer to Cargill, Incorporated and its subsidiaries or affiliates.


                                                                      v
                                                              Prospectus Summary

          This prospectus summary highlights certain information about us and this rights offering. Because it is a summary, it does no t contain
all of the information that you should consider before deciding whether or not you should exercise your subscription righ ts. To understand this
rights offering fully, you should carefully read this entire prospectus, including the “Risk Factors” section, the “The Rights Offering” section
and the information incorporated by reference herein.

Our Company

         BioFuel Energy Corp. produces and sells ethanol and its co-products, primarily wet and dry distillers grain, through its wholly owned
ethanol production facilit ies located in Wood River, Nebraska and Fairmont, Minnesota. Each of these facilities has a nameplate capacity,
based on the maximu m amount of permitted denaturant, of approximately 115 million gallons per year, or M mgy. Our strategy is to become
one of the most profitable co mpanies in the ethanol industry on a per gallon basis by operating our fac ilit ies at or above nameplate capacity,
focusing on low-cost operations and utilizing our experienced management and operations team, access to a variety of ethanol markets and
unique partnership with Carg ill, one of the world’s leading agribusiness companies.

          We are a holding co mpany with no operations of our own, and are the sole managing member of BioFuel Energy, LLC, which we
refer to as the ―LLC,‖ which is itself a hold ing company and indirectly owns all of our operating subsidiaries and assets. The Company’s
ethanol plants are owned and operated by the operating subsidiaries of the LLC.

Our Facilities

         Our facilit ies are located strategically in the Mid west ―Corn Belt,‖ and each of our facilities is able to meet local, reg ional, national
and international demand for ethanol. Both facilities have unit train access to the Union Pacific Railway, and are positioned in some of the
lowest-priced, h ighest-supply feedstock markets in the Un ited States. Below is an overview of our production facilit ies:

Ethanol Plant Overview

         Our scaled facilit ies have been in operation for over two years, each designed using state of the art Delta -T technology. Over that
period, we have made imp rovements to our utilizat ion rates and conversion rates (measured by gallons of denatured ethanol per bushel of
corn), and continuously lowered our overall fixed costs per gallon of production. We have also identified and implemented new margin
enhancement activities, including (1) re-negotiated market ing and feedstock agreements, (2) procurement of an ethanol export license for sale
into higher-priced g lobal markets and (3) high-return capital mod ifications and improvements to maximize plant reliability and profitability.

 FAIRMONT, MN 115 MMGY PRODUCTION FACILITY

         The Fairmont production facility began operations late in the second quarter of 2008 with an annual production capacity of 11 5
Mmgy, based on the maximu m amount of permitted denaturant. The plant is located on an approximately 200 -acre site owned by us located
approximately 150 miles southwest of Minneapolis, Minnesota. The site is immediately adjacent to an existing Cargill grain elevator, with
storage capacity of two million bushels representing nearly 18 days ’ production at full capacity. The grain elevator provides all required corn
storage and handling capacity for the plant and, together with the site on which it sits, has been leased, effective Septembe r 2008, fro m Cargill
pursuant to a 20-year lease.


                                                                           1
         The Fairmont facility also has unit train capabilit ies for shipping both ethanol and distillers grain on the Union Pacific Ra ilway, which
provides a low cost source of transportation as well as access to local, regional, national and international markets. Natural gas distribution to
the plant is provided by a lateral p ipeline fro m the Northern Border Interstate Pipeline just north of the Ventura hub, providing a liquid and
competitive market in which we procure gas. Electricity to the site is provided by Federated Rural Electric Association.

WOOD RIVER, NE 115 MMGY PRODUCTION FACILITY

         The Wood River production facility began operations late in the second quarter of 2008 with an annual production capacity of 115
Mmgy, based on the maximu m amount of permitted denaturant. The plant is located on an approximately 125 -acre site owned by us located
approximately 100 miles west of Lincoln, Nebraska. The site is immediately adjacent to an existing Cargill grain elevator, with storage
capacity of three million bushels representing nearly 27 days ’ production at full capacity. The g rain elevator provides all required corn storage
and handling capacity for the plant and, together with the site on which it sits, has been leased, effective September 2008, fro m Carg ill pursuant
to a 20-year lease.

          The Wood River facility also has unit train capabilit ies for shipping both ethanol and distillers grain on the Un ion Pacific Railway,
which provides a low cost source of transportation as well as access to local, regional, national and international markets. Natural gas
distribution to the site is provided by a lateral pipeline fro m the Kinder Morgan Interstate Pipeline, provid ing a co mpetitive means to procure
gas from either the rocky mountain region or mid-continent. We have secured transportation on this pipeline via a ten year supply agreement
with Kinder Morgan. Electricity to the site is provided by Southern Power District.

Our Points of Differentiation

        Our scaled assets, partnership with Carg ill, lead ing production technology, operational excellence, extensive logistics infra structure
and experienced management team co mbine to position us as a leader in ethanol production.

         Operational Excellence – Our uniform plant technology platform and operating infrastructure ensures that we are always learning and
implementing new best practices at our facilities, shortening the learning curve and driving lower overall operating costs. We are also the
beneficiary of a co mmitted, experienced work force that capitalizes on new and unique opportunities to improve operational ef ficiency. Our
plant managers, led by Doug Anderson, our Vice President of Operat ion s, each has over 10 years of experience in the ethanol industry. Their
long-term operating knowledge results in highly efficient plants with industry -leading corn conversions producing quality ethanol and
co-products.

         Low-Cost Corn Procurement – Our ability to procure corn at comparat ively low prices in the Un ited States is a result of the
Co mpany’s strategic locations within the Mid west ―Corn Belt‖ and strong Cargill relationship. By having facilities in some of the highest
concentrations of corn production as well as having on-site grain elevators, we are ab le to avoid paying high transportation costs or expensive
storage costs to source corn.

         Scaled, High-Yield Production Assets – Our scaled 115 M mgy ―sister‖ facilities were each designed using a Delta-T design
incorporating the latest dry mill technology. We are co mmitted to achieving best -in-class yields at each of our operating facilities, having made
significant investments to both maintain and improve upon the basic Delta-T plat form. The Fairmont and Wood River facilit ies, for examp le,
have achieved conversion yields of approximately 2.8 gallons/bushel year-to-date in 2010 (through August 31, 2010). Based on recent
operating data, we believe this places us in the top quadrant for corn -to-ethanol conversion yields in the ethanol industry today.


                                                                         2
         Extensive Logistics Infrastructure – Each of our plants is strategically located near the main line of the Un ion Pacific railroad, which
provides access to domestic and international end markets, allowing Cargill to take advantage of end market price d isparities . We have also
equipped both of our facilit ies with sufficient rail sidings to allow them to load larger unit trains, providing the economies of scale nece ssary to
achieve lower per unit freight rates. Additionally, both plants are located immediately adjacent to existing Carg ill grain elevators. The grain
elevators provide significant corn storage and handling capacity for our plants as compared to the facilities of some of our co mpetitors.

          Export License Obtained – We believe that our operating technology and installed assets are differentiated versus other technologies
in that we are able to regularly meet more stringent moisture requirements to serve certain international markets. We have obtained an export
license to ship our ethanol to international markets fro m the Wood River facility and have applied for an export permit for the Fairmont facility.
We believe that the option to sell into international markets at higher prices is a key strategic advantage.

          Developed Risk Management Strategy – We recognize the importance of co mmodity prices to financial performance and we manage
our commod ity risk using a structured risk management program focused on attempting to stabilize financial performance by eff iciently buying
corn and natural gas and selling ethanol and distillers grain. Risk management activit ies target ethanol’s margin spread over corn, known as
the ethanol ―crush spread,‖ with an emphasis on managing risk as opposed to forecasting commodity prices. We currently leverage Cargill’s
comprehensive risk management platform to help manage our co mmod ity risks relating to corn, ethanol and natural gas prices and to develop
strategies to hedge to beat board spreads.

        Leading Industry Partner: Cargill – We have entered into a number of long-term contracts with Cargill, which participates in almost
every aspect of the corn industry in the United States. We believe our relationship with Cargill provides us with a nu mber of competitive
advantages including:

                   Reliab le Corn Supply . We benefit fro m Cargill’s expertise in corn origination services and extensive experience with corn
                    supply in the geographic areas of our facilities. Pursuant to our corn supply agreements for our Wood River and Fairmont
                    plants, Cargill will supply our corn requirements during th e 20-year term of the contracts, regardless of local supply and
                    demand. Fro m inception, we believe we have priced corn on a local basis more efficiently than our co mpetitors in the corn
                    belt.

                   Logistics and Transportation . Cargill’s extensive network of rail and trucking relationships and an array of logistical and
                    scheduling tools min imizes the risk of disruption or unexpected additional transportation costs for the delivery of corn and
                    the shipment of ethanol and distillers grain products.

                   Ethanol and Distillers Grain Market ing . Because of our partnership with Carg ill and its significant experience marketing
                    ethanol and distillers grain, Cargill provides us with immediate access to its broad customer base. Under 10-year
                    agreements, Cargill is responsible for maintaining a continuous outlet for the marketing, sale and distribution of all ethano l
                    and distillers grain produced by our Wood River and Fairmont p lants. In addition, we believe our relat ionship with Cargill
                    positions us well with large end-users of ethanol due to the size and reliability of Cargill co mpared to other small ethanol
                    marketers and producers that market ethanol directly or through other market ing channels. For examp le, our 2009 realized
                    ethanol price was $0.06 per gallon better than the Chicago Board o f Trade, or CBOT, average.


                                                                          3
          Experienced and Well-Rounded Management Team – We are managed by a well-rounded and seasoned management team with
experience in finance, co mmodit ies, energy, operations and agriculture, as well as extensive experience in acquisitions and d ispositions of
businesses, individual p roperties and groups of properties. Our President and Chief Executive Officer, Scott H. Pearce, and our Vice President
of Operations, Doug Anderson, have significant expertise in industrial develop ment, operations and risk management. In additi on, our board of
directors includes executives vastly experienced in agriculture and finance.

Corporate Informati on

        Our principal executive offices are located at 1600 Broadway, Su ite 2200, Denver, Colorado 80202. Our telephone number is (303)
640-6500. Our website address is www.bfenergy.co m. The content of our website is not a part of this prospectus.

Hol ding Company Structure

         BioFuel Energy Corp. is a holding co mpany and its sole asset is its membership interest in the LLC. As the sole managing memb er of
the LLC, BioFuel Energy Corp. operates and controls all of the business and affairs of the LLC and its subsidiaries. The certificate of
incorporation of BioFuel Energy Corp.:

         •    authorizes two classes of common stock, common stock and class B co mmon stock, and also authorizes preferred stock. The
              class B common stock, shares of which are held only by the holders of membership interests in the LLC (other than BioFuel
              Energy Corp.), provides its holders with no economic rights but entitles each holder to one vote with respect to all matters voted
              upon by holders of our common stock for each share of class B common stock held; and

         •    entitles the holders of membership interests in the LLC (other than BioFuel Energy Corp.) to exchange their class B co mmon
              stock along with their LLC membership interests for shares of common stock on a one -for-one basis, subject to customary rate
              adjustments for stock splits, stock dividends and reclassifications. If a holder of class B co mmon stock exchanges any LLC
              membership interests for shares of common stock, the shares of class B common stock held by such holder and attributable to the
              exchanged LLC membership interests will automat ically be transferred to Bio Fuel Energy Corp. and be ret ired.

          In connection with this rights offering and the LLC’s concurrent private placement, BioFuel Energy Corp. will designate and issue
shares of Series A Non-Voting Convertible Preferred Stock that will be represented by the depositary shares and the LLC will designate and
issue preferred membership interests. The Series A Non-Voting Convertible Preferred Stock will be automatically convertible into shares of
common stock and the preferred membership interests in the LLC will be automat ically convertible into membership interests in the LLC upon
receipt of the requisite stockholder approval. See ―The Rights Offering‖ and ―Description of Capital Stock—LLC Preferred M embership
Interests; Amended and Restated Limited Liability Co mpany Agreement.‖


                                                                       4
Related Agreements and Transactions

         Bridge Loan Agreement

          On September 24, 2010, we entered into a loan agreement (wh ich we refer to as the ―Bridge Loan Agreement‖) with Green light
Capital, LP, Green light Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offshore Partners, Greenligh t Capita l
Offshore Master (Go ld), Ltd., Greenlight Reinsurance, Ltd. (wh ich we refer to collectively as the ―Greenlight Part ies‖) and Third Point Loan
LLC (which we refer to as ―Third Point‖ and, together with the Greenlight Parties, as the ―Backstop Parties‖) and Green light APE, LLC, as
administrative agent, pursuant to which we borro wed $19,420,620 (which we refer to as the ―Bridge Loan‖). The proceeds of the Bridge Loan
were used to repay certain working capital loans under our senior credit agreement and to pa y certain related fees and expenses. The Bridge
Loan matures on March 24, 2011, and in the event the Bridge Loan is not paid in full on or before that date, we will issue wa rrants to the
Backstop Parties exercisable at an exercise price of $0.01 per share for an aggregate of 15% of our co mmon stock on a fu lly d iluted basis as of
the date the warrants are issued.

         The Bridge Loan bears interest at a rate of 12.5% per annum, and if the Bridge Loan is not paid in full on or befo re the matu rity date,
the Bridge Loan will bear interest at a rate of 14.5% per annum.

         The Bridge Loan Agreement contains customary affirmative covenants for facilit ies of this type, including covenants pertainin g to the
delivery of financial statements, notices of default and certain other information, maintenance of business and insurance, collateral matters and
compliance with laws, as well as customary negative covenants for facilities of this type, including limitations on the incur rence of
indebtedness and liens, mergers and certain other fundamental changes, loans and investments, acquisitions, transactions with affiliates,
dispositions of assets, payments of dividends and other restricted payments and changes in our line of business.

         The Bridge Loan Agreement contains default provisions that include a material breach of the Rights Offering Letter Agreement and
others that are customary for facilities of this type, wh ich are subject to customary grace periods and materiality thresholds, including, among
other things, defaults related to payment failures, failure to co mply with covenants, misrepresentations, defaults under other material
indebtedness, the occurrence of a ―change of control,‖ bankruptcy and related events, material judgments, specified changes in control of the
Co mpany and invalid ity of the related loan documents. If an event of default occurs under the Bridge Loan Agreement, the len ders may,
among other things, declare the Bridge Loan immediately payable and foreclose on the collateral. The Bridge Loan is secured by a pledge of
our equity interest in the LLC.

          The Bridge Loan may be voluntarily prepaid without penalty or premiu m. We intend to use a portion of the proceeds of this rights
offering and the LLC’s concurrent private placement to repay the Bridge Loan in fu ll. See ―Use of Proceeds.‖ The Backstop Parties may
require us to reduce the size of this rights offering or their co mmit ment to purchase depositary shares that are not subscrib ed for by other
holders in this rights offering. We expect that any such reduction would reduce the proceeds available to us fro m this rights offering and may
result in us not having sufficient funds available to repay the Bridge Loan at maturity or to make the other payments contemp lat ed by the use of
proceeds of this rights offering and the LLC’s concurrent private placement. See ―Risk Factors—Risks Related to the Rights Offering—At
their discretion, the Backstop Parties have the ability to reduce the number of depositary shares that they would otherwise b e obligated to
purchase pursuant to their Basic Co mmit ment or Backstop Co mmit ment or cause us to reduce the aggregate number of depositary s hares
offered in this rights offering.‖

         Rights Offering Letter Agreement

         In connection with the Bridge Loan Agreement, on September 24, 2010, we entered into a Rights Offering Letter Agreement with the
Backstop Parties , which was subsequently amended and restated in its entirety by the Amended and Restated Rights Offering Le tter
Agreement entered into with the Backstop Parties and dated as of           , 2010 (which we refer to as the ―Rights Offering Letter Agreement
‖) , pursuant to which we agreed to use commercially reasonable best efforts to commence this rights offering on or before Jan u ary 24,
2011. Further, the Rights Offering Letter Agreement sets forth, among other things, the terms and conditions of this rights offering and the
LLC’s concurrent private placement, including the participation and backstop commit ments of the Backstop Parties. See ―The Rights
Offering‖ generally and, in particu lar, ―The Rights Offering—Rights Offering Letter Agreement.‖

         Voting Agreements

          On September 24, 2010, the Greenlight Part ies entered into a voting agreement, wh ich was subsequently superseded in its entirety by
the amended and restated voting agreement entered into by the Greenlight Parties and dated as of                     , 2010, which requires the
Greenlight Part ies, in connection with certain stockholder votes, to cast their votes (i) in favor of at least two directors who are not affiliated
with, or emp loyed by, and who are otherwise independent of, the Greenlight Parties and (ii) in favor of proposals to amend ou r amended and
restated certificate of incorporation to increase the number o f authorized but unissued shares of common stock and class B co mmon stock to an
amount sufficient to permit the issuance of the shares issuable in connection with the transactions described herein and to a pprove such
issuance. Also on September 24, 2010, Th ird Point entered into a voting agreement, which was subsequently superseded in its entirety by the
amended and restated voting agreement entered into by Third Point and dated as of                     , 2010, which requires Third Point, in
connection with certain stockholder votes, to cast its votes in favor of proposals to amend our amended and restated certificate of incorp oration
to increase the number of authorized but unissued shares of common stock and class B co mmon stock to an amount sufficient t o permit the
issuance of the shares issuable in connection with the transactions described herein and to approve such issuance.

          Under the Rights Offering Letter Agreement, we must use our commercially reasonable best efforts to obtain stockholder approv al of
the authorizat ion of all shares of co mmon stock issuable upon conversion of all shares of Series A Non -Vot ing Convertible Pre ferred Stock. To
that end, on November 15, 2010 we filed a pro xy statement with the Securit ies and Exchange Co mmission in connection with a st ockholder
meet ing to be called for such purpose, and we must use our best efforts to obtain such approval by Janua ry 24, 2011.


                                                                        5
         Unless and until the requisite stockholder approval is obtained, no shares of Series A Non -Voting Convertible Preferred Stock will
convert into shares of common stock (and therefore no shares of common stock will be available for d istribution by the depositary to the
holders of the depositary shares). We intend to seek the requisite stockholder approval as soon as practicable.

         The Greenlight Part ies are affiliates of Greenlight Cap ital, Inc., wh ich, as of November 12, 2010, owned 7,542,104 shares of common
stock and 4,311,396 shares of class B common stock, which together represented 36.4% of our outstanding total voting stock (c omposed of our
common stock and class B co mmon stock) on that date. Third Point is an affiliate of Th ird Point Funds, which as of November 12, 2010,
owned 5,578,800 shares of common stock, wh ich represented 17.1% of our outstanding total voting stock on that date. Co llect ively, the parties
to the Voting Agreements owned 53.5% of our outstanding total voting stock on that date.

  Reasons for this Rights Offering

         We are conducting this rights offering to raise capital that we will use, together with the proceeds of the LLC’s concurrent private
placement and the Backstop Commit ment, to pay off the Bridge Loan, pay off all indebtedness under the Subordinated Debt Agree ment, make
the Cargill Cash Payment and to pay certain fees and expenses of this rights offering and the LLC’s concurrent private placement.

         In September 2010, $17.9 million of outstanding working capital loans under our Senior Debt Facility were scheduled to become due
and it was not clear in advance of that time that we wou ld have sufficient liquid ity to both repay these loans when due and to maintain our
operations. If we had been unable to repay the working capital loans at maturity, it would have resulted in an event of default u nder our Senior
Debt Facility and a cross-default under our Subordinated Debt Agreement, and would have allowed the lenders to accelerate repayment of
amounts outstanding. In that event, the Co mpany may have had to seek relief fro m its creditors under Chapter 11 of the U.S. Bankruptcy Code.

          In order to avoid such an event, during the late spring and summer of 2010 we evaluated various alternatives and attempted to engage
in discussions with our lenders under our Senior Debt Facility and representatives for them seeking a one -year extension of the working capital
loans, which by the terms of the Senior Debt Facility would have required the consent of lenders holding two -thirds of the outstanding loans or,
failing that, a forbearance or other form of amend ment to the Senior Debt Facility. In early September 2010, when it became apparent that
these discussions with the lenders under our Senior Debt Facility were not likely to reach a t imely conclusion on terms accep table to the
Co mpany, our board of directors commenced exp lorative discussions with the Greenlight Parties to have the Gre enlight Parties lend the
Co mpany funds on a short-term basis in order to pay off the working capital loans at maturity. In connection with those discussions, the parties
discussed having the Co mpany raise equity capital pro mptly in order to repay any such short-term loan. The Greenlight Parties and the
Co mpany also discussed whether the Greenlight Parties would, if requested by the Co mpany, be willing to consider ―backstopping‖ any
proposed equity capital transaction. The parties also engaged in discussions with Cargill regarding the modification and repayment of amounts
owed by the Company to Cargill under the terms of the agreement dated January 14, 2009 by and between the Co mpany and Cargill (which we
refer to as the ―Settlement Agreement‖).

          Because David Einhorn, who is the principal of the Green light Parties, is a member of our board of directors, our board of directors
established an independent committee consisting only of independent members of the board in order to assess the fairness of any such
transaction. The independent committee engaged separate legal counsel and engaged Piper Jaffray & Co. as the independent financial advisor
to the committee. The independent committee met a nu mber of times in September of 2010 and, on September 1 7, proposed to the Greenlight
Parties a transaction structure consisting of a short-term bridge loan to the Co mpany (to be used to pay off the working capital loans) followed
by a rights offering, backstopped by the Greenlight Parties, to raise capital to repay the bridge loan. Over the course of the next week, the
independent committee and the Green light Parties negotiated the terms of such a transaction. Toward the end of that week, the Greenlight
Parties and the Co mpany inquired as to whether Third Point would be interested in participating alongside the Greenlight Part ies, and Third
Point thereafter joined the negotiations. On September 24, 2010, the committee recommended to the board and, on that date, the board of
directors approved the Rights Offering Letter Agreement, the Bridge Loan Agreement and the Voting Agreements. Dav id Einhorn was not
involved in any of the deliberat ions or negotiations of the independent committee or the board in connection with the Bridge Loan Agreement,
the Rights Offering Letter Agreement (or amend ment thereto) or the Voting Agreements (or amendments thereto). The terms of the Rights
Offering Letter Agreement, which govern the terms of this rights offering and the LLC’s concurrent private placement, the Bridge Loan
Agreement and the Vot ing Agreements were determined after arm’s-length negotiations between the independent committee an d the Backstop
Parties.

          The proceeds of the Bridge Loan were used to pay off the outstanding working capital loans and to pay certain rela ted fees and
expenses. The Rights Offering Letter Agreement was entered into in connection with the Bridge Loan Agreement because it provided a mean s
for us to raise equity capital in this rights offering, the LLC’s concurrent private placement and the Backstop Commit ment to repay the Bridge
Loan at or prior to maturity. W ithout this means of repayment, the Backstop Parties may not have provided the Bridge Loan an d, as a result,
we may not have been able to pay off the working capital loans at maturity.

                                                                        6
          In negotiating and recommending to the board of directors the terms of this rights offering, the independent committee consid ered a
number of factors, includ ing, but not limited to, the price at which we believe our stockholders might be willing to participate in this rights
offering, our need for liquidity and additional capital, the fact that n o alternative transaction was imminent, the fact tha t all of o ur stockholders
are entitled to participate in this rights offering on a pro rata basis and the fact that holders of subscription rights will have an over-subscription
privilege. Prior to concluding that the Rights Offering Letter Agreement and this rights offering were in our best interest, the independent
committee also considered the likelihood of obtaining an extension or a forbearance of the working capital loans on acceptable terms, the
likelihood of existing stockholders realizing value in the Co mpany in the event of a Chapter 11 filing, and the fact that, pursuant to the agreed
terms of the Rights Offering Letter Agreement, we have the ability to solicit and, in certain circu mstances, consummate a Sub stitute
Transaction (see ―The Rights Offering—Rights Offer Letter Agreement—Substitute Transaction‖). The independent committee received
financial advice fro m Piper Jaffray & Co., the independent financial advisor to the committee, and was advised by independent legal
counsel. In advising the independent committee, Piper Jaffray: provided advice concerning the financial aspects, and capital market
implications, of the Bridge Loan, th is rights offering and potential alternative transactions; participated in telephonic mee t ings with the
committee; and reviewed precedent transactions and provided summary co mparisons of those precedent transactions to the committee. Piper
Jaffray is also advising the independent committee in connection with its review of any potential Substitute Transactions tha t may arise.

          In structuring the terms of this rights offering, the independent committee and the Backstop Parties established the formu la used to
calculate the rights price at an amount substantially belo w the market price of our co mmon stock at the time of determination in order to
increase the attractiveness of participating in th is rights offering for our stockholders. In addition, this rights offering was structured as a rights
offering for depositary shares representing fractional interests in Series A Non -Voting Convertible Preferred Stock because of the likelihood
that we would not have sufficient authorized but unissued shares of common stock to structure this rights offering as a right s offering for new
shares of common stock. We also agreed and acknowledged that we would seek stockholder approval of a proposal to amend o ur amended and
restated certificate of incorporation in order to facilitate the conversion of all shares of Series A Non -Vot ing Convertib le Preferred Stock into
shares of common stock.

           Cargill Letter Agreement

         On September 23, 2010, we entered into a letter agreement with Carg ill, Cargill Co mmodity Services, Inc. and our operating
subsidiaries BFE Operating Co mpany, LLC, Pioneer Trail Energy, LLC and Buffalo Lake Energy, LLC (which we refer to as the ―Cargill
Letter‖) pursuant to which we and Carg ill agreed to adjustments to certain commercial terms under our ethanol and distillers grains market ing
agreements, corn supply agreements and grain facility leases.

          We and Cargill also agreed that upon complet ion of this rights offering, (i) we will pay Carg ill $2,800,829 (which we refer to as the
―Carg ill Cash Pay ment‖) pursuant to the terms of the Settlement Agreement and, as contemplated by the Settlement Agreement, Cargill will
forgive a like amount of the payable under the Settlement Agreement and (ii) upon receipt of the Carg ill Cash Pay ment, Cargill will forgive the
remain ing payable under the Settlement Agreement in exchange for depositary shares in an amount equal to approximately $6,000,000 (which
we refer to as the ―Carg ill Stock Pay ment‖). The pay ment of the Cargill Cash Payment and the Cargill Stock Pay ment is contingent upon the
successful comp letion of this rights offering and the raising of proceeds in this rights offering sufficient to make th e Cargill Cash Payment,
after repay ment of all amounts owed at the time of consummat ion of this rights offering under the Bridge Loan Agreement and t he
Subordinated Debt Agreement (for more information about our Subordinated Debt Agreement, see ―Use of Proceeds‖).


                                                                           7
          The depositary shares that will make up the Cargill Stock Pay ment will be issued to Cargill on the 12th business day followin g the
consummation of this rights offering and will be valued at a per share price equal to the average of the volume weighted averages of the trading
prices of our co mmon stock, as such prices are reported on The Nasdaq Global Market, for the 10 consecutive trading days ending on the
second trading day immed iately preceding the date such depositary shares are issued to Cargill. The depositary shares to be issued to Cargill
will therefore be issued after the depositary shares that will be issued upon expiration of this rights offering but will hav e the same rights and
preferences as the depositary shares that will be issued upon expiration of this rights offering. The depositary shares to be issued to Cargill are
not being registered or sold in this rights offering. In order to issue the depositary shares that will make up the Carg ill Stock Payment, we
expect to issue and deposit with the depositary a number of additional shares of Series A Non -Vot ing Convertible Preferred Stock that
corresponds to the aggregate fractional interests in shares of Series A Non-Voting Convertible Preferred Stock that the newly issued depositary
shares represent.

          In the event that an insufficient number of authorized shares of Series A Non -Voting Convertible Preferred Stock are available for
such issuance and deposit with the depositary, we expect to establish an alternative method for satisfying the Carg ill Stock Payment that is
satisfactory to us, Carg ill and the Backstop Parties.


                                                                         8
                                                       Summary of the Rights Offering

       The following description summarizes the material terms of this rights offering, the LLC ’s concurrent private placement, the depositary
shares and the Series A Non-Voting Convertible Preferred Stock. See “The Rights Offering,” “Description of Capital Stock—Description of
the Depositary Shares” and “Description of Capital Stock —Description of the Series A Non-Voting Convertible Preferred Stock ” for a more
detailed description of the terms and conditions of this rights offering, the LLC’s concurrent private placement, the depositary shares and the
Series A Non-Voting Convertible Preferred Stock.

Overview                        We are distributing to the holders of our common stock non-transferable subscription rights to purchase
                                depositary shares. Each depositary share will represent a fractional interest in a share of Series A Non -Voting
                                Convertible Preferred Stock equal to             of a share of Series A Non-Vot ing Convertible Preferred Stock
                                and will entitle the holder, through the depositary, to a proportional fractional interest in the rights and
                                preferences of such share of Series A Non-Voting Convertible Preferred Stock. Each share of Series A
                                Non-Voting Convertible Preferred Stock will, following the requisite stockholder approval, automatically
                                convert into          shares of co mmon stock. Upon conversion, each depositary share shall entitle the holder
                                thereof to receive one share of common stock and, upon the dis tribution of one share of common stock to the
                                holder, each such depositary share shall be automat ically cancelled and have no further value. As a result, the
                                depositary shares are effectively convertible on a one-for-one basis into shares of our common stock.

The Subscription Rights         We are distributing at no charge to the record holders of our common stock as of 5:00 p.m., New Yo rk City
                                time, on             , the record date, non-transferable subscription rights to purchase depositary shares
                                representing an aggregate of 2,000,000 shares of Series A Non-Vot ing Convertible Preferred Stock. Each
                                subscription right will permit the holder of such right to acquire, at a rights price equal to $0.56, one depositary
                                share under the basic subscription privilege and will also provide the holder of such right with an
                                over-subscription privilege.

                                The subscription rights will be d istributed pro rata to the hold ers of our common stock based on the number of
                                shares of common stock held on the record date. The nu mber of subscription rights distributed to the holders
                                of our co mmon stock in this rights offering will be determined as described under ―—Number of Rights;
                                Nu mber of LLC Pu rchase Privileges.‖ Fractional subscription rights resulting from such pro rata distribution
                                will be eliminated by rounding up to the nearest whole right.

Concurrent Private              General . Concurrent with this rights offering, the LLC will grant at no charge purchase privileges to the
Placement                       record holders (other than BioFuel Energy Corp.) o f membership interests in the LLC as of 5:00 p.m., New
                                Yo rk City time, on           , the record date, to purchase a new class of preferred membership interests in the
                                LLC (which we refer to as the ―LLC’s concurrent private placement‖). Each LLC purchase privilege will
                                permit the holder of such privilege to acquire, at a price equal to $0.56, one preferred membership interest in
                                the LLC under the LLC basic purchase privilege and will also provide the holder of such LLC basic purchase
                                privilege with an LLC addit ional purchase privilege. The LLC additional purchase privilege will entitle the
                                holder of the LLC purchase privilege to purchase an additional amount of preferred membership interests equal
                                to up to 100% of the preferred membership interests that the holder was otherwise entitled to purchase. We
                                expect that the record date, term and exp irat ion date of the LLC’s concurrent private placement will be the
                                same as those of this rights offering.


                                                                        9
Grant of LLC P u rchase Privileges . A ll members of the LLC (other than BioFuel Energy Corp.) will be
entitled to receive the LLC purchase privileges. The LLC purchase privileges will be granted pro rata to the
holders of membership interests in the LLC (other than BioFuel Energy Corp.) bas ed on the number of
membership interests held by them on the record date. The nu mber of LLC purchase privileges granted to the
holders of membership interests in the LLC (other than BioFuel Energy Corp.) in the LLC’s concurrent private
placement will be determined as described under ―—Nu mber o f Rights; Number of LLC Purchase
Privileges.‖ Fractional LLC purchase privileges resulting fro m such pro rata distribution will be eliminated by
rounding up to the nearest whole purchase privilege.

Issuance of Preferred Membership Interests . Immediately prior to the consummat ion of this rights offering
and the LLC’s concurrent private placement, the LLC will amend and restate its limited liability company
agreement to add the preferred membership interests as a new class of LLC membership interest. Immed iately
following the consummation of the LLC’s concurrent private placement, the holders of membership interests in
the LLC (other than BioFuel Energy Corp.) will be entitled to receive preferred membership interes ts in
amounts to be determined in accordance with their exercise of LLC basic purchase privileges and LLC
additional purchase privileges (and, in the case of the Backstop Parties, determined in accordance with their
exercise of the Backstop Commit ment for preferred membership interests). Immed iately fo llo wing the
consummation of this rights offering, BioFuel Energy Corp. will contribute all proceeds of this rights offering
to the LLC, and the LLC will issue to BioFuel Energy Corp. a number of preferred membership interests equal
to the number of depositary shares that BioFuel Energy Corp. issued in this rights offering. The LLC will then
apply the proceeds of this rights offering, the LLC’s concurrent private placement and the Backstop
Co mmit ment as described under ―—Use of Proceeds.‖ Concurrent with the making of the Cargill Stock
Payment, the LLC will issue to BioFuel Energy Co rp. a nu mber of preferred membership interests equal to the
number of depositary shares issued to Cargill in the Carg ill Stock Pay ment.

Terms of Preferred Membership Interests . The preferred membership interests will (i) be auto matically
convertible as described immediately below, (ii) be entitled to pro rata distributions fro m the LLC, on an
equivalent one-to-one basis with the membership interests, (iii) have a liquidation preference in the LLC equal
to $0.56 per p referred membership interest and (iv) have only limited voting rights in the LLC. For a full
description of the preferred membership interests, see ―Description of Capital Stock— LLC Preferred
Membership Interests; Amended and Restated Limited Liab ility Co mpany Agreement.‖


                                       10
                               Conversion of Preferred Membership Interests . Following the requisite stockholder approval, all preferred
                               membership interests will automat ically convert into membership interests on a one -for-one basis and the
                               holders of the preferred membership interes ts (other than BioFuel Energy Corp.) will also receive one share of
                               class B common stock for each membership interest received upon conversion.

                               Purpose of LLC’s Concurrent Private Placement . The LLC’s concurrent private placement has been
                               structured so as to provide the holders of membership interests in the LLC (other than BioFuel Energy Corp.),
                               who hold membership interests that are exchangeable on a one-for-one basis for shares of common stock, with
                               a private placement that is economically equivalent to this rights offering.

Nu mber of Rights; Number      The number of subscription rights distributed in this rights offering will be determined by divid ing the Offering
of LLC Pu rchase Privileges    Size (as defined below) by $0.56.

                               The number of LLC purchase privileges granted in the LLC’s concurrent private placement will be determined
                               by dividing the Private Placement Size (as defined below) by $0.56.

Rights Price                   The ―rights price‖ for this rights offering and the LLC’s concurrent private placement means $0.56, wh ich was
                               calculated pursuant to the Rights Offering Letter Agreement as the dollar amount equal to 25% of the average
                               per share closing price of our co mmon stock for the five t rading days immediately following the date of the
                               initial filing of the reg istration statement of wh ich this prospectus is a part.

                               The rights price of $0.56 represents a significant discount to the market price of our co mmon stock at the time
                               of determination. This rights price represented a                  % d iscount to the closing price of our
                               common stock on                   .

Aggregate Size; Offering       The ―Aggregate Size‖ of this rights offering and the LLC’s concurrent private placement will be an aggregate
Size; Private Placement Size   amount sufficient to (i) repay all amounts owed at the time of consummation of this rights offering, includ ing
                               accrued and unpaid interest, under the Bridge Loan Agreement and the Subordina ted Debt Agreement (for
                               more in formation about our Subordinated Debt Agreement, see ―Use of Proceeds‖), (ii) make the Cargill Cash
                               Payment and (iii) pay certain fees and expenses incurred in connection with this rights offering and the LLC ’s
                               concurrent private placement, but is subject to reduction as described under ―—Reduction by Backstop
                               Parties.‖ The Aggregate Size (subject to any such reduction) will be determined prio r to co mmencement of
                               this rights offering, will be included in an amend ment to the registration statement of wh ich this prospectus is a
                               part and is currently anticipated to be approximately $44,000,000.


                                                                       11
                                The ―Offering Size‖ o f this rights offering will be an amount equal to the Aggregate Size mult iplied by a
                                fraction, the numerator of which is the total number of shares of common stock outstanding as of the record
                                date and the denominator of which is the total number of shares of common stock outstanding as of the record
                                date plus the total number of membership interests in the LLC held by the holders of membership interests in
                                the LLC (other than BioFuel Energy Corp.) as of the record date.

                                The ―Private Placement Size‖ of the LLC’s concurrent private placement will be an amount equal to the
                                Aggregate Size mu ltip lied by a fraction, the nu merator of wh ich is the total number of membership interests in
                                the LLC held by the holders of membership interests in the LLC (other than BioFuel Energy Corp.) as of the
                                record date and the denominator of which is the total number of shares of common stock outstanding as of the
                                record date plus the total number of membership interests in the LLC held by the holders of memb ership
                                interests in the LLC (other than BioFuel Energy Corp.) as of the record date.

                                The Aggregate Size will equal the Offering Size plus the Private Placement Size. Assuming that fro m
                                November 12 , 2010 until the record date there are no changes in the total number o f shares of common stock
                                outstanding or the total number of membership interests in the LLC held by the holders of membership
                                interests in the LLC (other than BioFuel Energy Corp.), we expect the Offering Size to be $34,394,435 and the
                                Private Placement Size to be $9,605,565.

Basic Subscription Priv ilege   The basic subscription priv ilege of each subscription right will entit le you to purchase one depositary share per
                                subscription right at a rights price per depositary share equal to $0.56. Under the Rights Offering Letter
                                Agreement described below, the Backstop Parties have agreed, subject to certain conditions, to exercise their
                                basic subscription privileges in fu ll (subject to reduction in certain circu mstances).

Over-Subscription Priv ilege    If you fully exercise your basic subscription privilege, you will be entitled to subscribe for addit ional
                                depositary shares that remain unsubscribed as a result of any unexercised basic subscription privileges pursuant
                                to your over-subscription privilege. The over-subscription priv ilege allo ws a holder to subscribe for an
                                additional amount of depositary shares equal to up to 100% of the depositary shares for which such holder was
                                otherwise entitled to subscribe. The Backstop Parties may exercise their over-subscription privileges in this
                                rights offering.

                                If there is a sufficient number o f depositary shares available to fu lly satisfy the over-subscription privilege
                                requests of all holders fo llo wing the exercise of subscription rights under their basic subscription privileges, all
                                over-subscription requests will be honored in full. If insufficient depositary shares are available to fu lly satisfy
                                the over-subscription priv ilege 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. Fract ional depositary shares resulting from the proportionate distribution of unsubscribed deposita ry
                                shares pursuant to the over-subscription privilege will be eliminated by rounding down to the nearest whole
                                share.


                                                                        12
                              If and to the extent that the Backstop Parties determine, after consultation with us, that the exercise of
                              over-subscription privileges would result in adverse tax, legal or regulatory consequences to us or any of the
                              Backstop Parties, we may reduce or eliminate, pro rata for all holders of subscription rights, the exercise of
                              over-subscription privileges. In the event that the exercise of over-subscription privileges is so reduced, the
                              available unsubscribed depositary shares will be distributed proportion ately 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.

The Depositary Shares         General . Each depositary share will rep resent a fractional interest in a share of Series A Non -Voting
                              Convertible Preferred Stock equal to the fract ion determined by divid ing 2,000,000 by the total number of
                              depositary shares actually purchased in this rights offering and pursuant to the Backstop Commit ment and will
                              entitle the holder of such depositary share, through the depositary, to a proportional fractional interest in the
                              rights and preferences of such share of Series A Non-Voting Convertible Preferred Stock, including
                              conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement.

                              The Depositary . The holders of depositary shares will exercise their proportional rights in the Series A
                              Non-Voting Convertible Preferred Stock through the depositary. The depositary for the depositary shares will
                              be BNY Mellon Shareowner Services.

                              Div idends . The depositary will deliver any cash it receives in respect of dividends or other distributions on
                              the Series A Non-Vot ing Convertible Preferred Stock to the holders of the depositary shares in proportion to
                              the number of outstanding depositary shares held by such holders, on the date of receipt or as soon as
                              practicable thereafter.

                              Vot ing . To the extent practicable, the depositary will vote the amount of the Series A Non -Voting
                              Convertible Preferred Stock represented by any depositary shares in accordance with the voting instructions it
                              receives (if any) fro m holders of such depositary shares. As described immed iately belo w, the Series A
                              Non-Voting Convertible Preferred Stock have only limited voting rights.

                              Distribution of Co mmon Stock . As described below, upon conversion of the Series A Non-Vot ing
                              Convertible Preferred Stock, each depositary share shall entitle the holder thereof to receive one share of
                              common stock and, upon the distribution of one share of common stock to the holder o f each such depositary
                              share, each such depositary share shall be automatically cancelled and have no further value.

The Series A Non-Voting       General . Upon the consummation of this rights offering, our board of direct ors will designate and issue
Convertible Preferred Stock   2,000,000 shares of Series A Non-Vot ing Convertib le Preferred Stock wh ich we will deposit with the
                              depositary. The depositary will be the sole holder of shares of the Series A Non -Vot ing Convertible Preferred
                              Stock. Twelve business days after the consummat ion of this rights offering, we expect to issue additional
                              depositary shares to Cargill in order to make the Cargill Stock Pay ment. In order to issue the depositary shares
                              that will make up the Carg ill Stock Pay ment, we expect to issue and deposit with the depositary a number of
                              additional shares of Series A Non-Vot ing Convertib le Preferred Stock that corresponds to the aggregate
                              fractional interests in shares of Series A Non-Voting Convertible Preferred Stock that the newly issued
                              depositary shares represent.


                                                                     13
                         Div idends . The holders of the Series A Non-Voting Convertible Preferred Stock will be entitled to receive
                         dividends or distributions when, as and if such dividends or distributions are paid to the holders of our common
                         stock; provided that each share of Series A Non-Voting Convertible Preferred Stock shall entit le the holder to
                         receive any such dividends or distributions in an amount equal to the aggregate dividends or distributions that
                         would be entitled to be received by holders of a nu mber of shares of common stoc k equal to the quotient
                         obtained by dividing the total number of depositary shares actually purchased in this rights offering and
                         pursuant to the Backstop Co mmit ment by 2,000,000.

                         Liquidation Preference . In the event of our voluntary or involuntary liquidation, dissolution or winding up,
                         the holders of the Series A Non-Voting Convertible Preferred Stock will be entitled to receive, before any
                         payment or distribution is made to holders of co mmon stock, a liquidation preference in an amount equal
                         to $0.56 mu ltip lied by the quotient obtained by dividing the total number of depositary shares actually
                         purchased in this rights offering and pursuant to the Backstop Commit ment by 2,000,000.

                         Vot ing . The Series A Non-Vot ing Convertible Preferred Stock will have no voting rights except that we will
                         not, without the approval of at least a majority of the shares of the Series A Non -Voting Convertible Preferred
                         Stock then outstanding, (i) authorize or issue additional shares of Series A Non-Voting Convertible Preferred
                         Stock of the same series (provided that no such approval shall be required in respect of any shares of Series A
                         Non-Voting Convertible Preferred Stock to be authorized and issued in connection with the Cargill Stock
                         Payment), (ii) authorize o r issue any other series of preferred equity securities which are senior o r on parity
                         with respect to liquidation or d ividend payments to the Series A Non -Voting Convertible Preferred Stock or
                         (iii) amend our certificate of incorporation and bylaws if the amendment would adversely affect the rights,
                         preferences or privileges of the holders of the Series A Non-Voting Convertible Preferred Stock.

                         Conversion . The Series A Non-Voting Convertible Preferred Stock is automat ically convertible into shares of
                         common stock as described immediately below.

Conversion of Series A   Each share of Series A Non-Voting Convertible Preferred Stock shall, following the requisite stockholder
Non-Voting Convertible   approval, automatically convert into a nu mber of shares of co mmon stock equal to the quotient obtained by
Preferred Stock into     dividing the total number of depositary shares actually purchased in this rights offering and pursuant to the
Co mmon Stock            Backstop Co mmit ment by 2,000,000 (wh ich we refer to as the ―Conversion Rate‖).


                                                                14
                              Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each depositary share shall entitle
                              the holder thereof to receive one share of common stock and, upon the distribution of one share of common
                              stock to the holder of each such depositary share, each such depositary share shall be automatically cancelled
                              and have no further value. The depositary will d istribute the shares of common stock it receives upon
                              conversion of the Series A Non-Voting Convertible Preferred Stock to the holders of the depositary shares
                              entitled to receive such distribution in proportion to the number of outstanding depositary shares held by each
                              such holder, on the date of receipt or as soon as practicable thereafter.

Requisite Stockholder         The requisite stockholder approval means the approval by the holders of our common stock and class B
Approval                      common stock of the authorizat ion and issuance of all additional shares of common stock issuable (i) upon
                              conversion of all shares of Series A Non-Voting Convertible Preferred Stock at the Conversion Rate and (ii)
                              upon the exchange on a one-for-one basis of all membership interests in the LLC that would be received by the
                              holders of membership interests in the LLC (other than BioFuel Energy Corp.) following the conversion of all
                              preferred membership interests they receive in the LLC’s concurrent private placement for membership
                              interests. To the extent necessary, the requisite stockholder approval would also include the authorization of
                              all additional shares of class B co mmon stock issuable upon the conversion of all p referred membership
                              interests received by the holders of membership interests in the LLC (other than BioFuel Energy Corp.) in the
                              LLC’s concurrent private placement.

                              Unless and until the requisite stockholder approval is obtained, (i) no shares of Series A Non -Voting
                              Convertible Preferred Stock will convert into shares of common stock (and therefore no shares of common
                              stock will be availab le fo r distribution by the depositary to the holders of the depositary shares) and (ii) no
                              preferred membership interests in the LLC will convert into membership interests or, in the case of holders
                              other than BioFuel Energy Corp., the corresponding shares of class B co mmon stock. We intend to seek the
                              requisite stockholder approval as soon as practicable.

Shares of Co mmon Stock       25,465,728 shares of our co mmon stock and 7,111,985 shares of our class B co mmon stock were outstanding
Outstanding Before this       as of November 12, 2010.
Rights Offering

Shares Outstanding After      Immediately fo llo wing the consummat ion of this rights offering and the LLC’s concurrent private placement
Co mplet ion of this Rights   and before the conversion of any shares of Series A Non-Vot ing Convertible Preferred Stock into shares of
Offering                      common stock, assuming that neither the size of th is rights offering nor the size of the Basic Co mmit ment or
                              Backstop Co mmit ment is reduced by the Backstop Parties, assuming that there is no LLC Backstop
                              Reallocation (as defined belo w) and before g iving effect to the Cargill Stock Pay ment, we expect
                              that       depositary shares will be issued in this rights offering representing 2,000,000 shares of Series A
                              Non-Voting Convertible Preferred Stock.

                              Following the consummation of this rights offering and the LLC’s concurrent private placement and upon the
                              conversion of all shares of Series A Non-Voting Convertible Preferred Stock into shares of common stock,
                              assuming that neither the size of this rights offering nor the size of the Basic Co mmit ment or Backstop
                              Co mmit ment is reduced by the Backstop Parties, assuming that there is no LLC Backstop Reallocation (as
                              defined below) and before giving effect to the Carg ill Stock Pay ment, we expect that           additional shares
                              of common stock will be issued in connection with the conversion of all 2,000,000 shares of Series A
                              Non-Voting Convertible Preferred Stock (resulting in there being                 total shares of common stock
                              outstanding).


                                                                      15
Preferred Membership          Immediately fo llo wing the consummat ion of this rights offering and the LLC’s concurrent private placement
Interests in the LLC          and before conversion of any preferred membership interests into common membership interests, assuming that
Outstanding After             neither the size of this rights offering nor the size of the Basic Co mmit ment or Backstop Commit ment is
Co mplet ion of this Rights   reduced by the Backstop Parties, assuming that there is no LLC Backstop Reallocation and before giv ing effect
Offering and the LLC’s        to the Cargill Stock Pay ment, we expect that            preferred membership interests will be issued,
Concurrent Private            with      being issued to BioFuel Energy Corp. and            being issued to the holders of membership interests in
Placement                     the LLC (other than BioFuel Energy Corp.).

                              Following the consummation of this rights offering and the LLC’s concurrent private placement and upon the
                              conversion of all preferred membership interests into common membership interests, assuming that neither the
                              size of this rights offering nor the size of the Basic Co mmit ment or Backstop Commit ment is reduced by the
                              Backstop Parties, assuming that there is no LLC Backstop Reallocation and before giving effect to the Cargill
                              Stock Pay ment, we expect that            addit ional co mmon membership interests will be issued and
                              that      additional shares of class B co mmon stock will be issued to the holders of membership interests in the
                              LLC (other than BioFuel Energy Corp.) (resulting in there being                total shares of class B co mmon
                              stock outstanding).

Rights Offering Letter        In connection with this rights offering and the LLC’s concurrent private placement, we have entered into a
Agreement                     Rights Offering Letter Agreement with the Backstop Parties. The Rights Offering Letter Agreement, as
                              amended, sets forth, among other things, the terms and conditions of this rights offering and the LLC’s
                              concurrent private placement, including the participation and backstop commit ments of the Backstop Parties.

Backstop Parties’ Basic       Subject to the terms and conditions set forth in the Rights Offering Letter Agreement, as amended, the
Co mmit ment and Backstop     Backstop Parties have agreed to (i) participate in this rights offering and the LLC’s concurrent private
Co mmit ment                  placement for their fu ll basic subscription privilege and full LLC basic purchase privilege (which we refer to as
                              the ―Basic Co mmit ment‖) and (ii) purchase immediately prio r to exp iration of th is rights offering and the
                              LLC’s concurrent private placement (x) a ll of the available depositary shares not otherwise sold in this rights
                              offering following the exercise of all other holders ’ basic subscription priv ileges and over-subscription
                              privileges and (y) all of the available preferred membership interests in the LLC not otherwise sold in the
                              LLC’s concurrent private placement fo llowing the exercise of all LLC basic purchase privileges and LLC
                              additional purchase privileges of all other holders of membership interests in the LLC (other than BioFuel
                              Energy Corp.) (which we refer to as the ―Backstop Commit ment‖).

                              The price per depositary share or preferred membership interest paid by the Backstop Parties pursuant to the
                              Backstop Co mmit ment will be equal to $0.56 (and therefore will be equal to the price paid by the other holders
                              in this rights offering and in the LLC’s concurrent private placement).

                              The Backstop Parties may exercise their over-subscription privileges in this rights offering and LLC additional
                              purchase privileges in the LLC’s concurrent private placement.

                              Any depositary shares purchased by the Backstop Parties pursuant to the Basic Co mmit ment or the Backstop
                              Co mmit ment will be purchased directly fro m us on a private basis and are not being registered pursuant to the
                              registration statement of which this prospectus is a part.

Reduction by Backstop         Notwithstanding the foregoing, the Rights Offering Letter Agreement provides that the Backstop Parties may
Parties                       (i) reduce the number of depositary shares that they would otherwise be obligated to purchase pursuant to the
                              Basic Co mmit ment or Backstop Commit ment or (ii) cause us to reduce the aggregate number of depositary
                              shares offered in this rights offering, in the event that the Backstop Parties determine, in their sole discretion,
                              that the consummation of this rights offering, the Basic Co mmit ment or the Backstop Co mmit ment would
                              result in adverse tax, legal or regulatory consequences to us or any of the Backstop Parties. We expect that any
                              such reduction would reduce the proceeds available to us fro m this rights offering.


                                                                      16
In the event that the Backstop Parties cause us to reduce the aggregate number of depositary shares offered in
this rights offering or reduce the number of depositary shares that they would otherwise be obligated to
purchase pursuant to the Basic Co mmit ment or Backstop Commit ment, this rights offering would proceed with
us and the Backstop Parties using commercially reasonable best efforts to structure and consummate an
alternative transaction to take the place of the issuance of the depositary shares not purchased in this rights
offering or pursuant to the Basic Co mmit ment or Backstop Commit ment. The alternative transaction would be
structured so as to preserve the economic benefits to the parties to the Rights Offering Letter Agreement as if
this rights offering had been consummated in fu ll without giving effect to such reduction. Nevertheless, it is
not certain that we would be able to consummate an alternative t ransaction to raise additional proceeds. If we
cannot consummate such an alternative transaction follo wing a reduction of this rights offering, we may not
have sufficient funds available to repay the Bridge Loan at maturity or to make the other payments
contemplated by the use of proceeds of this rights offering. See ―Risk Factors—Risks Related to Our Business
and Industry—The pending maturity of our Bridge Loan, unless extended, raises substantial doubt about our
ability to continue as a going concern.‖

In addition, one or more of the Backstop Parties may elect either (i) to exercise their respective Backstop
Co mmit ments with respect to all o r a portion of the available depositary shares not otherwise sold in this rights
offering following the exercise of all other holders ’ basic subscription priv ileges and over-subscription
privileges by purchasing a new class of class B preferred membership interests in the LLC (instead of
purchasing such available depositary shares) in the event that such Backstop Parties determine, in their sole
discretion, that the purchase of such available depositary shares would result in adverse tax, legal or regulatory
consequences to us or such Backstop Parties, wh ich we refer to as a ―LLC Backstop Reallocation,‖ or (ii) to
not exercise their respective Backstop Co mmit ments with respect to all or a portion of the available depositary
shares not otherwise sold in this rights offering following the exercise of all other holders ’ basic subscription
privileges and over-subscription privileges in the event that such Backstop Parties determine, in their sole
discretion, that the purchase of such available depositary shares would result in adverse tax, legal or regulatory
consequences to us or such Backstop Parties. Any election contemp lated by clause (ii) of the prior sentence
would reduce the proceeds of this rights offering.

In the event of a LLC Backstop Reallocation, the LLC will issue such class B preferred membership interests
to the applicable Backstop Parties (in equal nu mber to the number of availab le depositary shares not purchased
because of such LLC Backstop Reallocation) in exchange for payment of $0.56 for each class B preferred
membership interest purchased. The class B preferred membership interests, if issued, would have the same
terms as the preferred membership interests (including as to conversion, distribution, liquidation and other
rights), except that, upon conversion of such class B preferred membership interests, holders of such class B
preferred membership interests would receive membership interests in the LLC that would not be exchangeable
(together with the corresponding shares of our class B co mmon stock) for shares of our co mmon stock.


                                        17
Conditions to Backstop   The Backstop Parties’ obligations to purchase any depositary shares pursuant to the Basic Co mmit ment or the
Parties’ Obligations     Backstop Co mmit ment are subject to various conditions as described under ―The Rights Offering—Rights
                         Offering Letter Agreement—Conditions to Backstop Parties ’ Ob ligations.‖

Termination              The obligations of the Backstop Parties under the Rights Offering Letter Agreement are subject to termination
                         immed iately, upon the election of the Greenlight Parties, at any time prio r to the consummation of this rights
                         offering upon the occurrence of any of the follo wing: (i) the termination of the Bridge Loan Agreement; (ii) us
                         entering into a definit ive agreement with respect to a Substitute Transaction; (iii) the Greenlight Parties, in their
                         reasonable judgment, determin ing that the conditions to the Backstop Parties’ obligations are incapable of
                         being satisfied by January 24, 2011; (iv) there having occurred any material adverse change, or any
                         development involving a prospective material adverse change, in the condition, financial or otherwise, or in the
                         earnings, business, operations or properties of us and our subsidiaries, taken as a whole; (v) the breach of any
                         covenant or other provision of the Rights Offering Letter Agreement by us that has occurred and cannot be
                         cured or satisfied with the passage of time or, if capable of being cured or satisfied, cannot be cured or satisfied
                         prior to March 24, 2011; (v i) our co mmon stock no longer being listed on a national securities exchange; or
                         (vii) our adoption of any plan of merger, consolidation, reorgan ization, liquidation or dissolution or filing of a
                         petition in bankruptcy.

                         Additionally, the Rights Offering Letter Agreement provides that the obligations of the parties to the Rights
                         Offering Letter Agreement may be terminated by either the Greenlight Parties or us upon the occurrence of (a)
                         another party’s material breach of any of the representations, warranties or covenants where such breach
                         remains uncured for a period of five days after receipt of notice of such breach or (b) the issuance by any
                         governmental authority of any ruling or order en joining the consummation of a material port ion of the rights
                         offering or any related transactions. As described under ―—Substitute Transaction,‖ we also have the ability to
                         terminate the Rights Offering Letter Agreement in certain circu mstances in connection with a Substitute
                         Transaction.


                                                                 18
Substitute Transaction     While the Rights Offering Letter Agreement generally requires us to consummate this rights offering and the
                           LLC’s concurrent private placement, the Rights Offering Letter Agreement permits us to solicit o r participate
                           in discussions concerning any alternative equity financing or other transaction that would result in the (a)
                           repayment in full of all amounts outstanding under the Bridge Loan Agreement, (b) repay ment in full of all
                           amounts under the Subordinated Debt Agreement and (c) satisfaction of all obligations under the Cargill Letter
                           (which we refer to as a ―Substitute Transaction‖). If our board of directors determines that (i) we have the
                           opportunity to enter into a Substitute Transaction that will be consummated within a t imeframe that is not
                           materially longer than the anticipated timeframe for this rights offering and the LLC’s concurrent private
                           placement but in no event later than February 1, 2011, and (ii) such Substitute Transaction is more favorable to
                           the holders of our common stock than this rights offering and the LLC’s concurrent private placement and is
                           reasonably likely to be consummated prior to February 1, 2011, then we will be permitted to enter into such
                           Substitute Transaction and terminate the Rights Offering Letter Agreement. In the event that we do so, we will
                           be required to repay all amounts owed under the Bridge Loan Agreement and the Subordinated Debt
                           Agreement and satisfy all of our obligations under the Cargill Letter on or before the earlier of February 1,
                           2011 and the closing date of such Substitute Transaction. We will also be required to pay to the Backstop
                           Parties an aggregate break-up fee in cash equal to $350,000.

Backstop Parties           The Backstop Parties are Green light Capital, LP, Greenlight Cap ital Qualified, LP, Greenlight Capital (Gold),
                           LP, Green light Capital Offshore Partners, Greenlight Capital Offshore Master (Gold ), Ltd., Greenlight
                           Reinsurance, Ltd. (which we refer to collect ively as the ―Greenlight Parties‖) and Third Po int Loan LLC
                           (which we refer to as ―Third Po int‖). Dav id Einhorn is the principal of the Greenlight Parties and is a member
                           of our board of directors. The Backstop Parties or their affiliates own a significant number of shares of our
                           common stock and class B co mmon stock. The Greenlight Parties are affiliates of Greenlight Cap ital, Inc.,
                           which, as of November 12, 2010, owned 7,542,104 shares of common stock and 4,311,396 shares of class B
                           common stock, wh ich together represented 36.4% o f our outstanding total voting stock (composed of o ur
                           common stock and class B co mmon stock) on that date. Third Po int is an affiliate of Third Point Funds, which
                           as of November 12, 2010, owned 5,578,800 shares of co mmon stock, which represented 17.1% of our
                           outstanding total voting stock on that date. Collectively, the Backstop Parties owned 53.5% of our outstanding
                           total voting stock on that date.

                           The Backstop Parties’ aggregate ownership of our issued and outstanding equity may increase substantially as
                           a result of this rights offering. See ―Risk Factors—Risks Related to the Rights Offering—The Backstop Parties
                           control a substantial equity interest in us and may own an even greater equity interest in us following this rights
                           offering. Their interests may not coincide with yours and they may make decisions with wh ich you disagree.‖

Record Date                5:00 p.m., New Yo rk City time, on                  .

Exp iration Date of this   5:00 p.m., New Yo rk City time, on                  .
Rights Offering

Use of Proceeds            We intend to use the proceeds fro m this rights offering, the LLC’s concurrent private placement and the
                           Backstop Co mmit ment: (i) first, to pay off the Bridge Loan; (ii) second, to pay off all indebtedness under the
                           Subordinated Debt Agreement; (iii) third, to make the Cargill Cash Pay ment; (iv) fourth, to pay certain fees
                           and expenses incurred in connection with this rights offering and the LLC’s concurrent private placement; and
                           (v) fifth, the remainder, if any, for general corporate purposes. For a fu ll description, including possible
                           adjustments, see ―Use of Proceeds.‖


                                                                  19
Transferability of Rights     The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign
                              your subscription rights to anyone.

Listing                       Shares of our common stock are currently listed on The Nasdaq Global Market under the symbol ―BIOF.‖

                              The depositary shares will not be listed for trad ing on any stock exchange.

No Board Reco mmendation      Our board of d irectors is making no reco mmendation regarding your exercise of the subscription rights. You
                              are urged to make your decision based on your own assessment of our business and this rights offering. Please
                              see ―Risk Factors‖ for a discussion of some of the risks involved in investing in the depositary shares.

No Revocation or Change       Once you submit the rights certificate to exercise any subscription rights or, if you are a beneficial o wner of
                              shares of common stock that are registered in the name of a broker, dealer, custodian bank or other nominee,
                              your subscription rights are exercised on your behalf by your nominee, you are not allo wed to revoke or change
                              the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if
                              you subsequently learn information about us that you consider to be unfavorable.

Extension, Cancellation and   Subject to the prior consent of the Backstop Parties, our board of directors may extend the subscription period,
Amend ment                    and thereby postpone the expirat ion date. Subject to the terms and conditions of the Rights Offering Letter
                              Agreement, we reserve the right to amend or modify any other terms of this rights offering. This rights
                              offering and the LLC’s concurrent private placement may only be terminated with the consent of the Backstop
                              Parties or after termination of the Rights Offering Letter Agreement. In the event that this rights offering is
                              terminated, all subscription payments received by the subscription agent will be returned, without interest, as
                              soon as practicable.

Material U.S. Federal         You should not recognize inco me, gain or loss for U.S. federal income tax purposes in connection with the
Income Tax Consequences       receipt or exercise of subscription rights to purchase depositary shares in this offering. You are urged to
                              consult your own tax advisor regarding the specific tax consequences to you in connection with your
                              participation in th is rights offering. See ―Material U.S. Federal Income Tax Consequences.‖

Registration Rights           In connection with our in itial public offering, we entered into a registration rights agreement pursuant to which
                              we may be required to register the sale of shares of our common stock held by the Backstop Parties and our
                              other historical equity investors (or to be acquired by such investors upon exchange of their membership
                              interests in the LLC for shares of our common stock) and certain of their transferees. Under the registration
                              rights agreement, under certain circu mstances and subject to certain restrictions, our his torical equity investors
                              have the right to request us to register the sale of their shares and may require us to make available shelf
                              registration statements permitting sales of shares into the market fro m t ime to t ime over an extended period.


                                                                      20
                            In connection with this rights offering, we will amend and restate the existing registration rights agreement to
                            provide that we may, under certain circu mstances and subject to certain restrictions, also be required to register
                            the sale of shares of our common stock that are issued to (i) the Backstop Parties and our other historical equity
                            investors in respect of any depositary shares that they acquire in this rights offering (or the Backstop Parties
                            acquire upon exercise of their Backstop Co mmit ment) fo llowing conversion of the Series A Non-Voting
                            Convertible Preferred Stock, (ii) the Backstop Parties and our other historical equity investors in respect of any
                            membership interests in the LLC that are issued to them following conversion of any preferred membership
                            interests in the LLC that they acquire in the LLC’s concurrent private placement (or the Backstop Parties
                            acquire upon exercise of their Backstop Co mmit ment) and (iii) the Backstop Parties in respect of the warrants
                            that may be issued to them in the event that the Bridge Loan is not paid in full on or p rior to March 24, 2011.

Procedures for Exercising   Record Ho lders . Subscription rights may be exercised by registered holders of shares of our common stock
Rights                      by completing and signing the rights certificate and delivering the completed and duly executed rights
                            certificate, together with any required signature guarantees and the full subscription payment, to the
                            subscription agent at the address set forth below under ―The Rights Offering—Subscription
                            Agent.‖ Comp leted rights certificates and related payments must be received by the subscription agent prior to
                            5:00 p.m., New Yo rk City time, on the exp iration date.

                            Beneficial Owners . If you are a beneficial o wner of shares of our co mmon stock that are registered in the
                            name of a broker, dealer, custodian bank or other nominee and you wish to exercise your subscription righ ts,
                            you should instruct your broker, dealer, custodian bank or other nominee to exercise your subscription rights
                            and deliver all documents and payment on your behalf prior to 5:00 p.m., New York City time, on the
                            expirat ion date. We will ask your record holder to notify you of this rights offering. You should complete and
                            return to your record holder the appropriate subscription documentation you receive fro m your record
                            holder. You r subscription rights will not be considered exercised unless the subscription agent receives from
                            your broker, dealer, custodian bank or other nominee all of the required docu ments and your full subscription
                            payment prior to 5:00 p.m., New York City time, on the expirat ion date.

                            No minees . No minees, such as brokers, dealers, custodian banks or other nominees, who hold shares of
                            common stock for the account of others, should notify the respective beneficial owners as soon as possible to
                            ascertain the beneficial o wners ’ intentions and to obtain instructions with respect to the subscription rights. If
                            the beneficial owner so instructs, the nominee should exercise the subscription rights on behalf of the beneficial
                            owner and deliver all docu ments and payment prior to 5:00 p.m., New York City time, on the expirat ion date.

Subscription Agent          BNY Mellon Shareowner Serv ices.


                                                                    21
Information Agent           Okap i Partners LLC.

Fees and Expenses           We will pay all fees and expenses of the subscription agent and the informat ion agent. You are responsible for
                            paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of the
                            subscription rights.

Fees and Expenses Paid or   On September 24, 2010, we paid the Backstop Parties $743,795 in consideration of the Backstop Commit ment
Payable to the Backstop     and a fee of $776,825 in consideration of the funding of the Bridge Loan. If the aggregate amount of this
Parties                     rights offering plus the LLC’s concurrent private placement is greater than $40,000,000, an additional fee of
                            4% of the excess will be payable to the Backstop Parties as additional consideration for the Backstop
                            Co mmit ment (excluding for ca lculation purposes any additional depositary shares or preferred membership
                            interests purchased by the Backstop Parties pursuant to their Basic Co mmit ment or their over-subscription
                            privileges or LLC additional purchase privileges). Further, if we sign a defin itive agreement relating to a
                            Substitute Transaction, we will also be required to pay the Backstop Parties a break -up fee equal to
                            $350,000. In addit ion, we have agreed to pay the reasonable fees and expenses of the Backstop Parties
                            incurred in connection with the Rights Offering Letter Agreement and the transactions contemplated hereby
                            (including the reasonable fees and expenses of legal counsel to the Backstop Parties) and to indemnify the
                            Backstop Parties against losses arising out of this rights offering.

Risk Factors                Investing in the securities offered by this prospectus involves a high degree of risk. You should carefully
                            consider the risks described under ―Risk Factors‖ before buying any of the depositary shares offered hereby.


                                                                  22
                                                                    Risk Factors

          An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, together with
the other information included in or incorporated by reference into this prospectus, before making an investment decision in this rights
offering.

Risks Related to the Rights Offering

         Your equity interest in us may be diluted as a result of t his rights offering and the LLC ’s concurrent private placement.

         Assuming that neither the size of this rights offering nor the size of the Basic Co mmit ment or Backstop Co mmit ment is reduced by the
Backstop Parties (see ―—At their d iscretion, the Backstop Parties have the ability to reduce the number of depositary shares that they would
otherwise be obligated to purchase pursuant to their Basic Co mmit ment or Backstop Commit ment or cause us to reduce the aggregate number
of depositary shares offered in this rights offering‖) and assuming that there is no LLC Backstop Reallocation, this rights offering will result in
our issuance of approximately           depositary shares which are, by virtue of the Conversion Rate of the Series A Non-Vot ing Convertible
Preferred Stock in which they represent interests and the depositary arrangements, effectively convertible on a one -for-one basis into shares of
our common stock. In addition, the LLC’s concurrent private placement will result in the issuance of preferred membership int erests in the
LLC wh ich, fo llo wing the requisite stockholder approval, will automat ically convert into membership interests in the LLC whic h will be
exchangeable by the holders thereof (other than BioFuel Energy Corp.) for shares of common stock.

          The subscription price per depositary share (or preferred membership interest), which is $0.56, represents a significant disc ount to the
market price of our co mmon stock at the time of determination. This rights price represented a                     % d iscount to the closing price
of our co mmon stock on                   . In addition, the Backstop Parties have entered into the Rights Offering Letter Agreement with us that
requires them, subject to certain conditions and possible reductions, to exercise their rights to purchase all of the depositary s hares and
preferred membership interests purchasable with their basic subscription privileges and LLC basic purchase privileges and requires them,
subject to certain conditions and possible reductions, to purchase immediately prior to the expiration of this rights offerin g and the LLC’s
concurrent private placement all of the available depositary shares not otherwise sold in this righ ts offering following the exercise of all other
holders’ basic subscription priv ileges and over-subscription privileges and all of the available preferred membership interests not otherwise
sold in the LLC’s concurrent private placement fo llo wing the exercise of all LLC basic purchase privileges and LLC additional purchase
privileges of all other holders of membership interests in the LLC (other than BioFuel Energy Corp.). See ―The Rights Offerin g—Rights
Offering Letter Agreement—Basic Co mmit ment and Backs top Commit ment.‖

         As a result, holders who do not fully exercise their subscription privileges should expect that they will, at the comp letion of this rights
offering and the LLC’s concurrent private placement, own a s maller proportional equity interest in us than would be the case had they fully
exercised their subscription rights.


                                                                         23
         The rights price determined for this rights offering is not an i ndication of the fair value of the de positary shares or our common
stock.

          The rights price of $0.56 represents a significant discount to the market price of our co mmon stock at the time of determinat ion, but is
not necessarily related to our book value, net worth or any other established criteria of value. You should not consider the rights price to be an
indication of the fair value of the depositary shares offered in this rights offering or our co mmon stock. We cannot assure you that you will be
able to sell the depositary shares, or the common stock that you will receive upo n the automatic conversion of the Series A Non-Voting
Convertible Preferred Stock represented by such depositary shares, purchased during this rights offering at a price that is e qual to or greater
than $0.56. Further, if a substantial number o f subscription rights are exercised and the holders of the shares received upon exercise of those
rights choose to sell some or all of those shares, the resulting sales could depress the market p rice o f our co mmon stock or the depositary shares
after the comp letion of this rights offering.

         You may not revoke your subscription exercise and could be committed to buying depositary shares.

        Once you exercise your subscription rights, you are not allowed to revoke o r change the exercise or request a refund of monie s
paid. All exercises of subscription rights are irrevocable, even if you subsequently learn informat ion about us that you consider to be
unfavorable to the exercise of your rights.

          If you exercise your subscription rights and, afterwards, the market price of our co mmon stock decreases below $0.56, you wil l have
committed to buying depositary shares, which are effectively convertib le on a one-for-one basis into shares of common stock, at a price above
the prevailing market p rice o f our co mmon stock. Our co mmon stock is traded on The Nasdaq Global Market under the symbol ―BIOF,‖ and
the closing sales price of our co mmon stock on The Nasdaq Global Market on                 , the last trading day before the commencement of this
rights offering, was $            per share. The rights price is $0.56 per depositary share. The rights price, together with the number of
depositary shares we propose to issue and ultimately will issue if this rights offering is comp leted and the number of preferred membership
interests we propose to issue and ultimately will issue if the LLC’s concurrent private placement is comp leted, may result in a d ecrease in the
market price of our co mmon stock.

          The Backstop Parties control a substantial equity interest in us and may own an even greater equity interest in us following this
rights offering. Their interests may not coincide with yours and they may mak e decisions with which you disagree.

         The Backstop Parties or their affiliates own a significant number of shares of our common stock and class B common stock. The
Greenlight Part ies are affiliates of Greenlight Cap ital, Inc., wh ich, as of November 12, 2 010, owned 7,542,104 shares of co mmon stock and
4,311,396 shares of class B common stock, which together represented 36.4% of our outstanding total voting stock (composed of our co mmon
stock and class B co mmon stock) on that date. Third Po int is an affiliate of Third Point Funds, which as of November 12, 2010, owned
5,578,800 shares of common stock, wh ich represented 17.1% of our outstanding total voting stock on that date. Collectively, th e Backstop
Parties owned 53.5% of our outstanding total voting stock on that date.

 If the Backstop Commit ment is exercised, we expect that the Backstop Parties ’ and their affiliates’ aggregate proportional own ership of our
outstanding equity will increase as a result of, and in proportion to, the performance b y the Backstop Parties of their Backstop Co mmit ment.

          As a result of their substantial equity interest in us, the Backstop Parties have and will continue to have considerable influence over
our corporate affairs and actions, including those submitted to a stockholder vote. In addition, this rights offering may result in the Backstop
Parties obtaining a much greater degree of control o f our co mpany, wh ich could make some transactions more difficult or impo s sible without
the support of the Backstop Parties. The interests of the Backstop Parties may not always coincide with our interests as a company or the
interests of our other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that you would not
approve or make decisions with which you may disagree.


                                                                         24
         At their discretion, the Backstop Parties have the ability to reduce the number of depositary shares that they would otherwis e be
obligated to purchase pursuant to their Basic Commitment or Backstop Commitment or cause us to reduce t he aggregate number of
depositary shares offered in this rights offering.

 The Rights Offering Letter Agreement provides that the Backstop Parties may reduce the number o f depositary shares that they would
otherwise be obligated to purchase pursuant to the Basic Co mmit ment or Backstop Commit ment or cause us to reduce the aggregate number of
depositary shares offered in this rights offering, in the event that the Backstop Parties determine, in their sole discretion , that the consummation
of this rights offering, the Basic Co mmit ment or the Backstop Co mmit ment would result in adverse tax, legal or regulatory consequences to us
or any of the Backstop Parties. We expect that any such reduction would reduce the proceeds available to us fro m th is rights offering and it is
not certain that we would be able to consummate an alternative t ransaction to take the place of the depositary shares not purchas ed in this rights
offering as a result of any such reduction. If we cannot consummate such an alternative transaction, we may not have sufficient funds
available to repay the Bridge Loan at maturity or to make the other payments contemplated by the use of proceeds of this righ ts offering. See
―Risk Factors—Risks Related to Our Business and Industry—The pending maturity of our Bridge Loan, unless extended, raises substantial
doubt about our ability to continue as a going concern.‖

 In particu lar, the Backstop Parties may elect to reduce the number of depositary shares that they would otherwise be obligate d to purchase
pursuant to the Basic Co mmit ment or Backstop Co mmit ment or cause us to reduce the aggregate number of depositary shares offered in this
rights offering if they determine that this rights offering, the Basic Co mmit ment or the Backstop Commit ment would limit our ability to use net
operating loss carryforwards to offset future taxable inco me. See ―—Our ability to use net operating loss carryforwards to offset future taxab le
income for U.S. federal income tax purposes may be limited as a result of this rights offering and related transactions. The Backstop Parties
may reduce or restructure this rights offering as a result.‖

 Our ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes ma y be limited as a
result of this rights o ffering and related transactions. The Backstop Parties may reduce or restructure this rights offering a s a result.

         As of September 30, 2010, we reported federal net operating loss (―NOL‖) carryforwards of appro ximately $156 million, which will
begin to exp ire if not used by December 31, 2028.

 For accounting purposes, a valuation allowance is required to reduce our potential deferred tax assets if it is determined th at it is more likely
than not that all or some portion of such assets will not be realized due to the lack of sufficient taxable inco me. Our financial statements
currently provide a fu ll valuation allowance against all of our NOL carryforwards.

 Our ab ility to utilize our tax attributes, such as NOL carryforwards and tax credits (―Tax Attributes‖), will be subject to significant limitation
for federal inco me tax purposes if we undergo an ―ownership change‖ as defined in Sect ion 382 of the Internal Revenue Code o f 1986, as
amended (the ―Code‖). For this purpose, an ownership change generally occurs, as of any ―testing date‖ (as defined under Section 382 of the
Code), if our ―5-percent shareholders‖ have collectively increased their ownership in BioFuel Energy Co rp. stock by mo re than 50 percentage
points over their lo west percentage ownership at any time during the relevant testing period, which generally begins the late r of either January
1, 2008 or three years preceding the relevant testing date. In general, our 5 -percent shareholders would include any (i) indiv idual who owns 5%
or more (direct ly, indirectly o r constructively) of BioFuel Energy Corp. stock and (ii) ―public groups‖ who own BioFuel Energ y Corp. stock
(even in certain cases if they own less than 5% of BioFuel Energy Corp. stock) or s tock in h igher tier entities who own 5% or more (d irectly,
indirectly o r constructively) of BioFuel Energy Corp. stock. A ―public group‖ generally consists of a group of persons each of whom owns
(direct ly, indirectly or constructively) less than 5% of BioFuel Energy Co rp. stock. An ownership change may therefore occur following
substantial changes in the direct or indirect o wnership of our outstanding stock by one or more 5-percent shareholders over this period.


                                                                         25
  If we were to experience an ownership change, Section 382 o f the Code imposes an annual limitation on the amount of our post -change
taxab le income that may be offset by our pre-change Tax Attributes. The limitation imposed by Section 382 for any post-change year is
generally determined by mu ltip lying the value of Bio Fuel Energy Corp. stock immed iately before the ownership change by the ap plicable
long-term tax-exempt rate. Any unused annual limitation may, subject to certain limits, be carried over to later years. In addition, the
limitat ion may be increased under certain circu mstances by the ―built-in gain‖ in our assets at the time of the ownership change.

 It is unclear whether all or a port ion of our Tax Attributes are or will be subject to a limitation under Section 382 of the Code following this
rights offering, either as a result of an ownership change experienced by us in the past or an ownership change to be experie nced by us on
account of this rights offering and related transactions. The determination of whether this rights offering would result in an ownership change
under Section 382 o f the Code depends, in part, on the Offering Size (in particular, the total nu mber of depositary shares actually purchased in
this rights offering and pursuant to the Backstop Co mmit ment), prior ownership shifts involving 5-percent shareholders, the percentage in
which each co mmon stockholder exercises its subscription rights and the effect of relat ed transactions in conjunction with this rights offering
(such as changes resulting fro m the Carg ill Stock Pay ment or that would result if the warrants exercisable for an aggregate o f 15% of our
common stock on a fully diluted basis are issued to the Backs top Parties as a result of us being unable to pay the Bridge Loan in full on or
before its maturity date).

 The Rights Offering Letter Agreement provides that the Backstop Parties may reduce the number o f depositary shares that they would
otherwise be obligated to purchase pursuant to the Basic Co mmit ment or Backstop Commit ment or cause us to reduce the aggregate numbe r of
depositary shares offered in this rights offering, in the event that the Backstop Parties determine, in their sole discretion , that the consummation
of this rights offering, the Basic Co mmit ment or the Backstop Co mmit ment would result in adverse tax consequences to the Backstop Parties
or to us. This rights offering may therefore be reduced or restructured in order to avoid an o wnership change under Section 382.

 Even if this rights offering and related transactions do not result in an ownership change under Section 382, it is possible that future changes in
the ownership of BioFuel Energy Corp. stock by 5-percent shareholders, including certain changes in the ownership of any entity that owns 5%
or more of BioFuel Energy Corp. stock, will result in an ownership change under Section 382.

 To reduce the likelihood of an ownership change, our board of directors may take act ions to impose transfer restrictions or other protective
mechanis ms, such as adopting a ―tax benefit preservation plan,‖ which could limit the ability of stockholders to acquire 5% or more of the
outstanding shares of BioFuel Energy Corp. stock (or, if any stockholder already owns in excess of 5% of BioFuel Energy Corp. stock, fro m
acquiring any additional shares). Any such tax benefit preservation plan, if adopted, would be adopted on terms and conditions approved by
our board of directors.

 Our ab ility to use our Tax Attributes will also depend on the amount of taxable inco me we generate in future periods. In addit ion, any LLC
Backstop Reallocation could reduce BioFuel Energy Corp.’s membership interests in the LLC relative to the LLC membership interests of the
holders of membership interests in the LLC (other than BioFuel Energy Corp.) and thus reduce the amount of taxab le inco me allocated to
BioFuel Energy Corp. that could be offset by our Tax Attributes. Our Tax Attributes may e xp ire before we can generate sufficient taxable
income to utilize them in fu ll.


                                                                         26
The subscription rights are not transferable and there will be no market for t he subscripti on rights.

 You may not sell, transfer or assign your subscription rights. Because the subscription rights are non-transferable, there will b e no market or
other means for you to directly realize any value associated with your subscription rights. You must exercise your subscription rights and
acquire depositary shares in order to realize any value that may be embedded in your subscription rights.

         We may cancel this rights offering at any time prior to the expiration of this rights offering. If we cancel this rights offering, the
only obligation to you that we or the subscription agent will have will be to return your subscription payments.

          We may, subject to the terms of the Rights Offering Letter Agreement, decide not to continue with this rights offering or ter min ate this
rights offering prior to the exp iration of th is rights offering. See ―The Rights Offering—Termination.‖ If we terminate this rig hts offering, all
subscription rights will expire without value and the only obligation that we or the subscription agent will have with respec t to subscription
rights that have been exercised will be to return any subscription payments the subscription agent has received, without interest, as soon as
practicable.

         If you do not act promptly and follow the subscription instructions, your exercise of subscription rights will be rejected.

          Holders that desire to purchase depositary shares in this rights offering must act promptly to ensure that all required forms and
payments are actually received by the subscription agent prior to the exp irat ion of this rights offering at 5:00 p.m., New York City time,
on           . If you are a beneficial holder, you must act promptly to ensure that your broker, dealer, custodian bank or other nominee act s for
you and that all required forms and payments are actually received by the subsc ription agent prior to the exp iration of th is rights offering. We
are not responsible if your broker, dealer, custodian bank or other nominee fails to ensure that all required forms and payme nts are actually
received by the subscription agent prior to the expiration of this rights offering. If you fail to co mplete and sign the required subscription
forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in t his rights
offering prior to the exp irat ion of this rights offering, the subscription agent will reject your subscription or accept it only to the extent of the
payment received. Neither we nor the subscription agent undertake to contact you concerning an incomplete or incorrect subscription form or
payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription
exercise properly co mplies with the subscription procedures.

         We cannot guarantee that you will receive any or all of the amounts of depositary shares for which you over-subscribed and, in
certain circumstances, your ability to over-subscribe could be reduced.

          Holders who fu lly exercise their basic subscription privilege will be entit led to subscribe for an additional amount of depositary shares
equal to up to 100% of the depositary shares for which such holder was otherwise entitled to subscribe. We can provide no assurance that you
will actually be entitled to purchase the number of depositary shares you subscribe for pursuant to your over-subscription privilege at the
expirat ion of this rights offering. If insufficient depositary shares are available to fu lly satisfy the over-subscription privilege requests of all
holders, the available unsubscribed depositary shares will be d istributed 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.


                                                                          27
          In addition, if and to the extent that the Backstop Parties determine, after consultation with us, that the exercise of over-subscription
privileges would result in adverse tax, legal or regulatory consequences to us or any of the Backstop Parties, we may reduce or eliminate, pro
rata for all holders of subscription rights, the exercise of over-subscription priv ileges. In the event that the exercise of over-subscription
privileges is so reduced, the available unsubscribed depositary shares will be distributed proportionately among those holder s who exercised
their over-subscription privilege based on the number of depositary shares each holder subscribed for pursuant to their over-subscription
privilege.

Risks Related to the Depositary Shares

         You are also making an investment decision in the Series A Non -Voting Convertible Preferred Stock and our common stock as
well as in the depositary shares.

          As described in this prospectus, you are investing in depositary shares that represent fractional interests in the Series A Non-Vo ting
Convertible Preferred Stock. The depositary will rely solely on the dividend payments and other d istributions on the Series A Non-Voting
Convertible Preferred Stock it receives fro m us to fund all d ividend payments and other distributions on the depositary share s. In addition,
because the depositary shares effectively convert into shares of common st ock on a one-for-one basis, the trading price of our common stock
will directly affect the market price of the depositary shares. Any decline in the market price of shares of our common stock and any related
decline in value of the depositary shares may be substantial and, depending on the extent of the decline, you could lose all or substantially all of
your investment in the depositary shares.

         The market price of our common stock is volatile and may decline before or after the subscription rights expir e.

          The trading price of our co mmon stock is volatile and could be subject to fluctuations in response to a number of factors, ma ny of
which are beyond our control. These factors include, among other things, the announcement and consummation of this righ ts offering, the
LLC’s concurrent private placement or any alternative transactions, the factors described ―Risk Factors—Risks Related to Our Business,‖
actual or anticipated variat ions in our costs of doing business, operating results and cash flow, the n ature and content of our earnings releases
and our competitors’ earnings releases, changes in financial estimates by securities analysts, future sales of our equity securities, business
conditions in our markets and the general state of the securities markets, changes in market prices for our products or for our raw materials,
changes in capital markets, departures of key personnel and governmental legislation or regulation, as well as general econom ic and market
conditions, such as downturns in our economy and recessions. As a result, the price of our co mmon stock could fluctuate widely, and those
fluctuations could materially reduce our co mmon stock price.

        Holders of the depositary shares will have no rights as holders of common stock until they acquire our common stock upon
conversion of the Series A Non-Voting Convertible Preferred Stock.

         Until you acquire shares of our common stock upon conversion of th e Series A Non-Voting Convertible Preferred Stock and delivery
by the depositary following conversion of the depositary shares, you will have no direct rights with respect to our common st ock, including,
without limitation, voting rights. Holders of the depositary shares must act through the depositary to exercise any voting rights in respect of
the Series A Non-Vot ing Convertible Preferred Stock and must receive any dividends or distributions in respect of the Series A Non -Voting
Convertible Preferred Stock only through the depositary. As a result, holders of the depositary shares will not have the right to vote on actions
customarily subject to stockholder vote or approval, including the election of d irectors, the approval of significant transac tions and amend ments
to our certificate of incorporation that would not adversely affect the rights, preferences or priv ileges of the Series A Non -Vot ing Convertible
Preferred Stock. As a result, such holders’ ability to exercise influence over us is extremely limited. Upon conversion, you will be entitled to
exercise your rights as a holder of our common stock only as to matters for which the record date occurs after the close of b usiness on the
relevant date that you received shares of common stock.


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         The secondary market for the depositary shares may be illiquid.

         The depositary shares are a new issue of securities for which there currently is no market. Accordingly, no assurance can be given as
to the development or liquid ity of any market fo r the depositary shares. If an active trad ing market does not develop or is not maintained, the
market price and liquid ity of the depositary shares may be adversely affected. In that case, you may not be able to sell the depositary shares
that you hold at a particular t ime o r at a favorable price.

        Holders of the depositary shares will be entitled to receive shares of common stock only if and when our stockholders approve the
authorization and issuance of common stock upon conversion of t he Series A Non -Voting Convertible Preferred Stock.

          The Series A Non-Voting Convertible Preferred Stock, which the depositary shares represent fractional interests in, will only co nvert
into shares of common stock when the authorizat ion and issuance of shares of common stock in connection with such conversion has been
approved by our stockholders. Because the holders of depositary shares will not be entitled to receive shares of co mmon stock until the
conversion of the Series A Non-Voting Convertible Preferred Stock for co mmon stock, they will hold depositary shares until we receive the
requisite stockholder approval. Until holders of depositary shares acquire shares of our common stock upon conversion of the Series A
Non-Voting Convertible Preferred Stock, they will have no direct rights with respect to our common stock. Holders of the depositary shares
must act through the depositary to exercise any voting rights in respect of th e Series A Non-Voting Convertible Preferred Stock and must
receive any dividends or distributions in respect of the Series A Non -Voting Convertible Preferred Stock only through the depositary. As a
result, holders of the depositary shares will not have the right to vote on actions customarily subject to stockholder vote or approval, including
the election of directors, the approval of significant transactions and amendments to our certificate of incorporation that would not adversely
affect the rights, preferences or priv ileges of the Series A Non-Vot ing Convertible Preferred Stock. In addit ion, a trad ing market for the
depositary shares may not develop or may be less liquid than the trading market for our co mmon stock and the market price of t he depositary
shares may be adversely affected as a result.

       Under the Rights Offering Letter Agreement, we are obligated to use our best efforts to obtain such approval by January 24,
2011. Ho wever, it is possible that the stockholder approval could be significantly delayed beyond January 24, 2011 or may never be obtained.

        You may suffer dilution on the common stock that is ultimately issuable to you upon conversion of the Series A Non -Voting
Convertible Preferred Stock.

          The terms of the Series A Non-Voting Convertible Preferred Stock have only limited anti-dilution provisions that apply in the event of
certain stock splits, stock dividends and sales of common stock at a price below the rights price, and do not restrict our ab ility t o offer shares of
our common stock in the future or to engage in other transactions that could dilute our common stock. We have no obligation to consider the
interests of the holders of the Series A Non-Vot ing Convertible Preferred Stock or the depositary shares in engaging in any such offering or
transaction. If we issue additional shares of our common stock, that issuance may adversely affect the price of our co mmon stock and the
depositary shares. The price of our co mmon stock and the depositary shares may also be adversely affect ed by the existence, issuance or sale
of securities that are convertible into or exchangeable for, or of securities that represent the right to receive, our common stock or other dilution
of our equity, or by our announcement that any such issuance or sale or other dilution may occur.


                                                                          29
         In particular, in the event that the Bridge Loan is not paid in fu ll on or before March 24, 2011, we will be required to issu e warrants to
the Backstop Parties exercisable at an exercise price o f $0.01 per share for an aggregate of 15% of our co mmon stock on a fully diluted basis as
of the date the warrants are issued. The possibility that these warrants may be issued may prove to be a hindrance to our effort s to raise future
equity and debt funding, and the issuance and exercise of such warrants would dilute the percentage ownership interest of our other
stockholders and likely would reduce the value of their stock. In addit ion, we expect to issue additional depositary shares in connection with
the Cargill Stock Pay ment, and the exact nu mber of depositary shares issuable to Carg ill will not be known until after this rights offering is
consummated (for a discussion how the number of depositary shares that will be issued to Cargill will be calculated, see ―Prospectus
Summary—Related Agreements and Transactions—Cargill Letter Agreement‖). Further, following the requisite stockholder approval, all
preferred membership interests in the LLC issued in connection with the LLC ’s concurrent private placement will auto matically convert into
membership interests in the LLC which will be exchangeable by the holders thereof (other than BioFuel Energy Co rp.) for shares of common
stock.

        The liquidation preference of the Series A No n-Voting Convertible Preferred Stock will be subordinate to those of holders of our
indebtedness and of any senior equity securities we may issue in the future a nd may be subject to the equal rights of other eq uity s ecurities.

          There are no restrictions in the terms of the Series A Non-Vot ing Convertib le Preferred Stock on our ab ility to incur indebtedness. In
addition, while the Series A Non-Voting Convertible Preferred Stock have certain veto rights over the issuance of other series of preferred
equity securities that are senior or on parity with respect to liquidation payments to the Series A Non-Vot ing Convertible Preferred Stock, it is
possible that such preferred equity securities could be issued in the future. If we were to liquidate our business, we would be required to repay
all of our outstanding indebtedness and to satisfy the liquidation preferences of any then outstanding senior equity securities before we could
make any distributions on the Series A Non-Voting Convertible Preferred Stock. We could have insufficient cash available to do so, in which
case holders of the depositary s hares would not receive any payment on the amounts due them relating to the liquidation preference of the
Series A Non-Voting Convertible Preferred Stock. Moreover, any amounts remain ing after the payment of our indebtedness and any senior
securities would be split equally among the holders of the Series A Non-Voting Convertible Preferred Stock and any other holders of our
securities that may be issued in the future that rank on parity with the Series A Non -Vot ing Convertible Preferred Stock as to liquidation
preferences. The liquidation preference of the preferred membership interests in the LLC will rank effect ively on parity with th e liquidat ion
preference of the Series A Non-Vot ing Convertible Preferred Stock (as represented by the depositary shares).

Risks Related to Our Business and Industry

Narrow commodity margins have resulted in decreased liquidity and continue to present a significant risk to our ability to se rvice our debt.

           Our results of operations and financial condition depend s ubstantially on the price of our main co mmod ity input, corn, relative t o the
price of our main co mmodity product, ethanol, which is known in the industry as the ―crush spread.‖ The prices of these commodities are
volatile and beyond our control. For examp le, fro m July 1, 2008 through June 30, 2010, spot corn prices on the Chicago Board of Trade
(CBOT) ranged fro m $3.01 to $7.49 per bushel, with an average price of $3.99 per bushel, while CBOT ethanol prices ranged fro m $1.40 to
$2.86 per gallon, with an average price of $1.77 per gallon. However, the volatility in corn p rices and the volatility in ethanol prices are not
correlated, and as a result, the crush spread fluctuated widely throughout 2009, ranging fro m $0.06 per gallon to $0.68 per g allo n, and during
the first half of 2010, ranging fro m $0.15 to $0.47. Since we co mmenced operations, we have fro m t ime to time entered into derivative
financial instruments such as futures contracts, swaps and option contracts with the objective of limit ing our expo sure to changes in
commodit ies prices. However, we are currently able to engage in such hedging activities only on a limited basis due to our lack of financial
resources, and we may not have the financial resources to increase or conduct any of these hedging activities in the future. In addition, if
geographic basis differentials are not hedged, they could cause our hedging programs to be ineffective or less effective than anticipated.


                                                                          30
         As a result of the volatility of the prices for these and other items, our results fluctuate substantially and in ways that a re largely
beyond our control. For examp le, we were p rofitable in the fourth quarter of 2009, when crush spreads averaged $0.49 per gallon. However,
as reported in the unaudited consolidated financial statements incorporated by reference in this prospectus, we reported net losses of $12.0
million and $22.4 million during the three and six months ended June 30, 2010, respectively. During each of these periods, crush spreads
contracted significantly, averaging $0.24 and $0.28 per gallon during the three and six months ended June 30, 2010, respectiv ely.

           Narro w co mmodity margins present a significant risk to our cash flows and liquid ity. We cannot predict when or if crush spreads will
narrow. In the event crush spreads narrow, we may choose to curtail operations at our plants or cease operations altogether. In addition, we
have fully utilized our debt service reserve availability under our $230 million senior secured credit facility (of wh ich $192.5 million was
outstanding as of September 30, 2010) with a syndicate of lenders (―Senior Debt Facility‖) and we may expend all of our other sources of
liquid ity, in wh ich event we would not be able to pay principal or interest on our debt, which would lead to an event of default under our
Bridge Loan Agreement, Senior Debt Facility and Subordinated Debt Agreement and, in the absence of forbearance, debt service abeyance or
other accommodations from our lenders, require us to seek relief through a filing under the U.S. Bankruptcy Code. We expect fluctuations in
the crush spread to continue. Any further reduction in the crush spread may cause our operating margins to deteriorate furthe r, resulting in an
impairment charge in addit ion to causing the consequences described above.

 We are currently unable to hedge against fluctuations in commodity prices and may be unable to do so in the fut ure, w hich fur t her
exposes us to commodity price risk.

          Since we have commenced operations, we have fro m time to time entered into derivative financial instruments such as futures
contracts, swaps and option contracts with the objective of limit ing our exposure to changes in commodities prices. Ho wever, we are currently
able to engage in such hedging activities only on a limited basis due to our lack of financial resources, and we may not have the financial
resources to conduct hedging activities in the future. In addit ion, ethanol futures have historically traded with an inverted price progression, or
―strip,‖ whereby outer month contracts are priced at lower prices than spot or near-month contracts. In contrast, corn futures historically have
traded such that outer months have higher prices than near or spot months. As a result, even under market conditions in wh ich we realize
positive marg ins at current (spot) prices we may not be able to lock in such margins for future production. Furthermore, beca use of the lack of
an established futures market or established markets for future physical delivery of ethanol, we may not be able to price a material amount of
our future production so as to permit us to hedge a material port ion of our co mmodit ies price risks.

The pending maturity of our Bridge Loan, unless extended, raises substantial doubt about our ability to continue as a going concern.

          We have approximately $19.4 million of outstanding indebtedness under our Bridge Loan, wh ich matures in March 2011. We are
restricted by the terms of our Sen ior Debt Facility fro m using the funds generated by our operating subsidiaries to repay the Bridge
Loan. Therefore, even if we generate positive cash flow fro m operations, under the terms of our Sen ior Debt Facility, we cannot use that cash
flow to repay the Bridge Loan. If this rights offering and the LLC’s concurrent private placement do not generate sufficient proceeds to repay
the Bridge Loan, we are unlikely to have sufficient liquid ity to repay the Bridge Loan when it beco mes due. The Backstop Parties may require
us to reduce the size of this rights offering or their co mmit ment to purchase depositary shares that are not subscribed for b y other holders in this
rights offering, if the Backstop Parties determine, in their sole discretion, that the consummation of this rights offering, the Basic Co mmit ment
or the Backstop Co mmit ment would result in adverse tax, legal o r regulatory consequences to us or any of the Backstop Parties . If we are
unable to generate sufficient proceeds from this rights offering and the LLC’s concurrent private placement to repay the Bridge Loan, we may
seek new capital fro m other sources. We cannot assure you that we will be successful in achieving any of these initiatives or, even if
successful, that these initiatives will be sufficient to address our limited liquidity and the pending maturity of the Bridge Loan. If we are
unable to raise sufficient proceeds fro m this rights offering, the LLC’s concurrent private placement or fro m other sources, we may be unable
to continue as a going concern, which could potentially force us to seek relief through a filing under the U.S. Ban kruptcy Code.


                                                                          31
We have a significant amount of indebtedness and limited liquidity, and virtually all of our assets are pledged to secure our senior debt.

          As of September 30, 2010, we had $192.5 million of indebtedness outstanding under our Senior Debt Facility. In addit ion, if t his
rights offering and the LLC’s concurrent private placement do not generate sufficient proceeds to repay the debt under our Subordinated Debt
Agreement (we refer to such debt herein as the ―Subordinated Debt‖) and Bridge Loan in fu ll, we may continue to have indebtedness
outstanding under our Bridge Loan and Subordinated Debt Agreement, and may continue to have obligations to Cargill under t he Settlement
Agreement, even after we co mplete this rights offering and the LLC’s concurrent private placement. During our limited period of operations,
we have been unable to consistently generate positive cash flow, mostly due to the narrow crush spread. In addition, we have h ad, and
continue to have, severely limited liquid ity, with $10.9 million in cash on hand as of September 30, 2010. Of that $10.9 millio n, only $6.4
million of cash was held by the LLC and therefore would have been availab le for use to repay a portion of the Bridge Loan. The remain ing
$4.5 million of cash was held by our operating subsidiaries and we are restricted by the t erms of our Senior Debt Facility fro m using those
funds to repay the Bridge Loan. If we do not have sufficient cash flow to service our debt, we would need to refinance all or part of our
existing debt, sell assets, borrow more money or raise additional capital, any or all of which we may not be able to do on commercially
reasonable terms or at all. If we are unable to do so, we may be required to curtail operations or cease operating altogether, and could be forced
to seek relief fro m creditors through a filing under the U.S. Bankruptcy Code. Because the debt under our Senior Debt Facility subjects
substantially all o f our assets to liens, there may be no assets left for stockholders in the event of a liquidation.

Our substantial indebtedness could have important consequences by adversely affecting our financial position.

         Our substantial indebtedness could:

                 require us to dedicate all o f our cash flo w fro m operations (after the payment of operating expenses) to payments with
                  respect to our indebtedness, thereby reducing the availability of our cash flow for working capital, capital expenditures and
                  other general corporate expenditures;

                 restrict our ability to take advantage of strategic opportunities;

                 limit our flexibility in p lanning for, or react ing to, competit ion or changes in our business or industry;

                 limit our ability to borrow additional funds;

                 increase our vulnerability to adverse general economic or industry conditions;


                                                                         32
                  restrict us from expanding our current facilit ies, build ing new facilit ies or exp loring business opportunities; and

                  place us at a competitive d isadvantage relative to competitors that have less debt or greater financial resources.

          Our ability to make pay ments on and refinance our Senior Debt Facility will depend on our ability to generate cash from our
operations. Our ability to generate cash from operations is subject, in large part, to our crush spread as well as general ec onomic, co mpetitive,
legislative and regulatory factors and other factors that are beyond our control. During our limited period of operations we have been unable to
generate consistent positive cash flow. If this continues, we may not be able to generate enough cash flow fro m operations or obtain enough
capital to service our Sen ior Debt Facility, finance our business operations or fund our planned capital expenditures. If we do not have
sufficient cash flow to service our debt, we would need to refinance all or part of our existing debt, sell assets, borrow more mo ney or sell
securities, any or all of which we may not be able to do on commercially reasonable terms or at all.

         Because the debt under our Senior Debt Facility subjects substantially all of our assets to liens, there may be no assets left for
stockholders in the event of a liquidation. In the event of a foreclosure on all or substantially all of our assets, we may n ot be able to continue to
operate as a going concern.

We are subject to additional risks associated with our existing debt arrangements.

         Our Senior Debt Facility. The operating subsidiaries of the LLC that own and operate our Wood River and Fairmont plants have
entered into a Senior Debt Facility with a group of financial institu tions that is secured by substantially all of those subsidiaries ’ assets. The
agreement contains standard clauses regarding occurrence of a ―material adverse effect,‖ which is defined very broadly and in such fashion as
to be subjective. In the event our banks should determine that a ―material adverse effect‖ has occurred, they could declare us in default and
accelerate payment of all principal and interest due.

          The terms of the Senior Debt Facility include customary events of default and covenants that limit the applicable subsidiaries from
taking certain act ions without obtaining the consent of the lenders. In particular, our Senior Debt Facility places significa nt restrictions on the
ability of those subsidiaries to distribute cash to the LLC, which limits our ability to use cash generated by those subsidiaries for other
purposes, such as repayment of the Bridge Loan. In addit ion, the Senior Debt Facility restricts those subsidiaries ’ ability to incu r additional
indebtedness. Under our Senior Debt Facility, if Cargill ad mits in writ ing its inability to, or is generally unable to, pay its debts as such debts
become due, we will be deemed to be in default. In addition, should either of our subsidiaries that are borrowers under the S enior Debt Facility
admit in writ ing its inability to, or is generally unable to, pay its debts as such debts become due, we will be deemed to be in de fault.

          A default under our Senior Debt Facility would also constitute a default under our Subordinated Debt Agreement and Bridge Loan
Agreement and would entitle the lenders to accelerate the repayment of amounts outstanding. In the event of a default, the le nders could also
proceed to foreclose against the assets securing such obligations. Because the debt under our Senior Debt Fac ility subjects substantially all of
our assets to liens, there may be no assets left for stockholders in the event of a liquidation. In the event of a fo reclosure on all or substantially
all of our assets, we may not be able to continue to operate as a going concern.


                                                                           33
          Our subordinated debt agreement. The LLC has entered into a subordinated debt agreement (the ―Subordinated Debt Agreement‖)
with entities affiliated with Greenlight Capital, Inc. and entities and an individual affiliated with Third Point LLC. Subordinated borrowings are
secured by the subsidiary equity interests owned by the LLC. A default under our Senior Debt Facility would also constitute a default under our
Subordinated Debt and would entitle the lenders to accelerate the repayment of amounts outstanding. In the event of a default, the le nders could
also proceed to foreclose against the assets securing such obligations. Because the debt under our Senior Debt Facility subjects substantially all
of our assets to liens, there may be no assets left for stockholders in the event of a liquidation. In the event of a foreclo sure on all or
substantially all o f our assets, we may not be able to continue to operate as a going co ncern.

 During the third and fourth quarters of 2008, the LLC d id not make the quarterly interest payments that were due on the last day of each
quarter, which upon written notice to the LLC would constitute an event of default under the Subordinated Debt Agreement. On January 16,
2009, the Co mpany announced that it had entered into an agreement with the subordinated debt lenders, whereby future payments to the
lenders will be contingent on available cash flow, as defined. As part of the agreement, the Subordinated Debt holders received an immed iate
$2.0 million cash payment, which paid $767,000 of accrued interest due September 30, 2008 and reduced the principal balance by $1,233,000.
Effective December 1, 2008, interest on the Subordinated Debt began to accrue at a 5% annual rate, co mpared to the previous rate of 15%,
which rate will continue to apply until certain payment obligations have been met under the Settlement Agreement. Although we intend to use
a portion of the proceeds from this rights offering and the LLC’s concurrent private placement to repay all o f the Subordinated Debt, if we do
not generate sufficient proceeds to do so, the Subordinated Debt Agreement will remain in effec t and will have the likely effect of limiting the
ways in which we can use certain future cash flo ws that might otherwise have become availab le for other purposes, including p ursuit of
business opportunities, plant expansion or acquisitions.

         A default under our Senior Debt Facility would also constitute a default under our Subordinated Debt Agreement and would entitle
both the senior lenders and the subordinated lenders to accelerate the repayment of amounts outstanding.

          Our Bridge Loan Agreement . On September 24, 2010, we entered into the Bridge Loan Agreement with the Greenlight Parties, Third
Point and Greenlight APE, LLC, as ad min istrative agent, pursuant to which we borrowed $19,420,620. The proceeds of the Bridge Loan were
used to repay all outstanding working capital loans under our Senior Debt Facility and to pay certain related fees and expenses. The Bridge
Loan matures on March 24, 2011, and in the event the Bridge Loan is not paid in full on or before that date, we will issue wa rrants to the
Backstop Parties exercisable at an exercise price of $0.01 per share for an aggregate of 15% of our co mmon stock on a fu lly d iluted basis as of
the date the warrants are issued. The Bridge Loan may be voluntarily prepaid without penalty or premiu m. We intend to use a portion of the
proceeds of this rights offering and the LLC’s concurrent private placement to repay the Bridge Loan in full. See ―Use of Proceeds.‖ If the
Bridge Loan is not repaid in full at maturity and we are forced to issue such warrant s to the Backstop Parties, the equity ownership of our
stockholders (other than the Backstop Parties and their affiliates) will be d iluted.

           Our future debt facilities will likely be secured by substantially all our assets. We expect that the debt we will incur to finance any
future needs will be incurred either pursuant to an expanded version of our current Senior Debt Facility, a new, separate cre dit facility (which
would require the consent of our existing banks) or a new corporate credit facility that would replace our current Senior Debt Facility. In any
event, it is most likely that this indebtedness would be secured by substantially all of our assets. Because the debt under t hese facilities may
subject substantially all of our assets to liens, there may be no assets left for stockholders in the event of a liquidation. Moreover, because the
Senior Debt Facility only contains limits on the amount of indebtedness that certain of our subsidiaries may incur, we have t he ability to incur
substantial additional indebtedness, and any additional indebtedness we incur could exacerbate the risks described above.


                                                                         34
 The domestic ethanol industry is highly dependent upon a myriad of federal and state legislation and regulation and any changes in
legislation or regulation could adversely affect our results of operations and financial position.

The elimination of, or any significant reduction in, the blenders’ credit could have a material impact on our results of operations and financial
position. The cost of production of ethanol is made significantly mo re co mpetitive with that of gasoline as a result of federal tax
incentives. The Volu metric Ethanol Excise Tax Cred it, co mmonly referred to as the ―blenders’ credit,‖ is a federal excise tax incentive
program that allo ws gasoline distributors that blend ethanol with gasoline to receive a federal excise tax rate reduction for each blended gallon
they sold. The original $0.51 per gallon credit was reduced to $0.45 per gallon beginning on January 1, 2009 and is scheduled to expire on
December 31, 2010. It is possible that the blenders ’ credit will not be renewed beyond 2010 or will be renewed on different terms. If the
blenders’ credit is not renewed, or is renewed at a reduced rate, it may decrease the demand for ethanol, which is likely to result in lower prices
for ethanol, or it may result in a decrease in the price that gasoline blenders and marketers are able to pay for ethanol. In such event, there
would likely be a material adverse affect on our results of operations, liquid ity and financial condition.

         The elimination of or significant changes to the Freedom to Farm Act could reduce corn supp lies. In 1996, Congress passed the
Freedom to Farm Act, which allows farmers continued access to government subsidies while reducing restrictions on farmers ’ decisions about
land use. This act not only increased acreage dedicated to corn crops but also allowed farmers more flexib ility to respond to increases in corn
prices by planting greater amounts of corn. The elimination of this act could reduce the amount of corn available in future y ears and could
reduce the farming industry’s responsiveness to the increasing corn needs of ethanol producers.

          Ethanol can be imported into the United States duty-free from so me countries, which may undermine the domestic ethanol
industry. Imported ethanol is generally subject to a $0.54 per gallon tariff that was designed to offset the ―blenders’ credit‖ ethanol incentive
available under the federal excise tax incentive program for refineries that blend ethanol in their gasoline. A special exempt ion fro m the tariff
exists for ethanol imported fro m 24 countries in Central A merica and the Caribbean Islands, which is limited to a total of 7. 0% of U.S.
production per year. In addition, the North A merican Free Trade Agreement, which went into effect on January 1, 1994, allows Canada and
Mexico to import ethanol duty-free. Imports fro m the exempted countries may increase as a result of new plants under development. The tariff
is scheduled to exp ire on December 31, 2010. If it is not extended by Congress, imports of ethanol fro m non-exempt countries may increase.
Production costs for ethanol in these countries can be significantly less than in the United States and the duty -free import of lo wer price ethanol
through the countries exempted fro m the tariff may reduce the demand for do mestic ethanol and the price at which we sell our ethanol.

           The effect of the Renewable Fuel Standard, or RFS, program in the Energy Independence and Security Act signed into law in
December 2007 and the Energy Policy Act signed into law in August 2005 is uncertain. The use of fuel o xygenates, including ethanol, was
mandated through regulation, and much of the forecasted growth in demand fo r ethanol was expected to result fro m addit ional mandated use of
oxygenates. Most of this growth was projected to occur in the next few years as the remain ing markets switch fro m methyl tertiary butyl ether
(MTBE) to ethanol. The Energy Independence and Security Act of 2007 and the Energy Po licy Act of 2005, however, eliminated th e mandated
use of oxygenates and instead established min imu m nationwide levels of renewable fuels —ethanol, biodiesel or any other liquid fuel produced
fro m b io mass or biogas—to be blended with gasoline. The legislat ion also included provisions for trading of cred its for use of renewable fuels
and authorized potential reductions in the RFS minimu m by action of a governmental ad min istrator. The rules for implementatio n of the RFS
and the energy bill became effective in September 2007, and the ultimate effects of the se rules on the ethanol industry are uncertain. In
addition, the favorable ethanol provisions in the 2007 Act and 2005 Act may be adversely affected by the enactment of additio nal legislation.


                                                                         35
          The legislation did not include MTBE liability protection sought by refiners. Management believes that this lack of protectio n led to
the virtual elimination of MTBE as a blending agent, and increased demand for ethanol. Refineries, however, ma y use replacement additives
other than ethanol, such as iso-octane, iso-octene and alkylate. Accordingly, the actual demand for ethanol may increase at a lower rate than
previously estimated, resulting in excess production capacity in our industry, which would negatively affect our business.

          Waivers of the RFS minimum levels of renewable fuels included in gasoline could have a material adverse affect on our results of
operations. Under the Energy Policy Act, the U.S. Depart ment of Energy, in consultation with the Secretary of Agriculture and the Secretary
of Energy, may waive the renewab le fuels mandate with respect to one or more states if the Administrator of the Environ mental Protection
Agency determines that implementing the requirements would severely harm the economy or the environment of a state, a region or the nation,
or that there is inadequate supply to meet the requirements. Any waiver of the RFS with respect to one or more states would r educe demand for
ethanol and could cause our results of operations to decline and our financial condition to suffer.

Our results and liquidity may be adversely affected by future hedging transactions and other strategies.

          Although we are currently unable to do so due to limited financial resources, we may in the future enter into contracts to sell a portion
of our ethanol and distillers grain production or to purchase a portion of our corn or natural gas requirements on a forward basis to offset some
of the effects of volatility of ethanol prices and costs of commod ities. Fro m t ime to t ime, we may also engage in other hedging transactions
involving exchange-traded futures contracts for corn and natural gas. The financial statement impact of these activities will depend upon,
among other things, the prices involved, changes in the underlying market price and our ability to sell sufficient products to use all of the corn
and natural gas for which we have futures contracts or our ability to sell excess corn or natural gas purchased in hedging tr ansactions. Hedging
arrangements also expose us to the risk of financial loss in situations where the other party to the hedging contract defaults on its contract or, in
the case of exchange-traded contracts, where there is a change in the expected differential between the underlying price in the hedging
agreement and the actual prices paid or received by us.

          Although we will attempt to lin k our hedging activities to sales and production plans and pricing activit ies, such hedging ac tivities can
themselves result in losses. Hedging activities can result in losses when a position is purchased in a declining market or a position is sold in a
rising market. This risk can be increased in highly volat ile conditions such as those recently experienced in corn and other co mmodit ies futures
markets. A hedge position is often settled when the physical commod ity is either purchased (corn and natural gas) or sold (et hanol or distillers
grain). In the interim, we are and may continue to be subject to the risk of margin calls and oth er demands on our financial resources arising
fro m hedging activit ies. We may experience hedging losses in the future. We may also vary the amount of hedging or other pric e mit igation
strategies we undertake, and we may choose not to engage in hedging transactions at all. As a result, our results of operations and financial
condition may be adversely affected by increases in the price of corn o r natural gas or decreases in the price of ethanol. In addition, our
significant indebtedness and debt service requirements increase the effect of changes in commodities prices on our cash flow, and may limit our
ability to sustain our operations in the future.


                                                                         36
          During the year ended December 31, 2008, the LLC recorded a $39.9 million loss from hedging. All of the hedge contracts that caused
this loss were entered into with Cargill, which conducts all corn purchases and sales of ethanol and distillers grain for the LLC and its
subsidiaries. See ―Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and capital
resources—Cargill debt agreement‖ in our Quarterly Report on Form 10-Q for the period ended September 30, 2010 incorporated by reference
in this prospectus. On January 16, 2009, the Co mpany announced that it had finalized an agreement with Cargill resolving matters related to
these unpaid losses. Follo wing a $3.0 million pay ment in early December 2008, the remain ing balance due to Cargill totaled $1 4.4 million and
interest began accruing at a 5% annual rate, with future pay ments to Cargill being contingent on available cash flow, as defined in the
agreement. A lthough we intend to use a portion of the proceeds from this rights offering and the LLC’s concurrent private placement to make a
payment to Carg ill and thereafter issue depositary shares to Cargill in settlement of all further obligations under the Settlement Agreement, if
we do not generate sufficient proceeds to pay Cargill, the Settlement Agreement will remain in effect and will limit the Co mpany’s use of
certain future cash flows that would otherwise have been available for other purposes, including pursuit of business opportun ities, plant
expansion or acquisitions.

          The Co mpany has adopted a risk management policy wh ich is intended to provide additional, fo rmal oversight over the hedging
activities of the LLC and the operating subsidiaries of the LLC. We cannot assure you, however, that this policy will prevent or mitigate future
hedging losses.

 Increased acceptance of ethanol as a fuel and construction of additional ethanol production plants could lead to shortages of availability
and increases in the price of corn.

 The growth of the ethanol industry has led to significantly greater demand for corn. Carg ill, wh ich supplies corn for our plants, may have
difficulty fro m t ime to time in sourcing corn on economical terms, due to supply shortages or elevated market p rices. Any supply shortage
could require us to suspend operations until corn beco mes available on economical terms. Suspension of operations would materially harm our
business, results of operations and financial condition. Additionally, the price we pay for corn could increase if another et hanol production
facility were built in the same general vicinity, if we expand one of our production facilit ies or based on market conditions. One of our
competitors has constructed a large scale ethanol production plant approximately six miles fro m our Fairmont site, near Welco me, M innesota.
Two plants in such close proximity could lead to increases in the price of corn o r shortages of availability of corn in the a rea. In addition, the
price of corn increased significantly over h istorical levels in late 2006, through 2007 and into the third quarter of 2008. This increase in corn
prices was attributed in part to the anticipated demand fro m new ethanol production plants under construction or development. Although corn
prices declined rapid ly in the later part of 2008 and fluctuated in a range closer to historical levels during 2009, they have recently begun rising
again in the third quarter of 2010. We cannot assure you that the price of corn will not rise significantly in the future, wh ich could adversely
affect our results of operations.


                                                                         37
Excess production capacity in our industry may result in over -supply of ethanol which could adversely affect our business.

 According to the Renewable Fuels Association (the ―RFA‖), a trade group, domestic ethanol production capacity has increased fro m
approximately 1.8 b illion gallons per year (Bgpy) in 2001, to an estimated 13.0 Bgpy at the end of 2009. The RFA estimates that, as of
January 1, 2010, appro ximately 1.4 Bgpy of additional production capacity, an increase of appro ximately 11% over current production levels,
is under construction at 11 new and existing facilities. In Ju ly 2010, Archer Daniels Midland Co mpany, the second largest domestic ethan ol
producer, announced the start-up of operations at a new plant representing expanded capacity of 300 million gallons per year (Mmgy). In
addition, the Energy Info rmation Agency (EIA) of the U.S. Depart ment of Energy recently estimated that, during the month of July 2010, the
most recent month for wh ich statistics were available, daily ethanol production in the U.S. was 857,000 barrels per day, wh ic h would equate to
an annualized output of approximately 13.1 Bgpy, exceeding the all-t ime h igh output from the previous month. As a result of t his increase in
production, the ethanol industry faces the risk of excess capacity. In a manufacturing industry with excess capacity, producers have an
incentive to continue manufacturing products as long as the price o f the product exceeds the marg inal cost of production (i.e., t he cost of
producing only the next unit, without regard to interest, overhead or other fixed costs).

          Excess ethanol production capacity also may result fro m decreases in the demand for ethanol, which could result fro m a nu mber of
factors, including regulatory developments and reduced gasoline consumption in the Un ited States. Reduced gasoline consumptio n could occur
as a result of a decrease in general economic conditions, as a result of increased prices for gasoline or crude oil, which co uld cause businesses
and consumers to reduce driving or acquire vehicles with more favorable gasoline mileage, or as a result of technological advances, such as the
commercialization of hydrogen fuel-cells, which could supplant gasoline-powered engines. There are a nu mber o f governmental init iatives
designed to reduce gasoline consumption, including tax cred its for hybrid vehicles and consumer education programs. Accordin g to
preliminary data published by the EIA, motor fuel consumption in the United States, wh ich includes ethanol blended with gasoline, declined to
approximately 137.8 billion gallons in 2009 fro m 138.2 billion gallons the prior year. Management believes that this decline in overall motor
fuel consumption was the result of the severe economic recession recently experienced in the U.S., and has also contributed to the declining
price of ethanol.

         If there is excess capacity in our industry, and it continues to outstrip demand for a significant period of t ime, the market price of
ethanol could remain at a level that is inadequate to generate sufficient cash flo w to cover costs, which could result in an impairment charge,
could have an adverse effect on our results of operations, cash flows and financial condition, and which could render us unab le to make debt
service payments and cause us to cease operating altogether.

 Competition for qualified personnel in the ethanol industry is intense, and we may not be able to retain qualified personnel to operate our
ethanol plants.

          Our success depends in part on our ability to attract and retain competent personnel. For each of our plants, we must hire an d retain
qualified managers, engineers and operations and other personnel, which can be challenging in a rural co mmunity. Co mpetit ion for both
managers and plant emp loyees in the ethanol industry can be intense. Although we have hired the personnel necessary to o perate our plants, we
may not be able to maintain or retain qualified personnel. If we are unable to hire and maintain or retain p roductive and competent personnel,
our strategy may be adversely affected and we may not be able to efficiently operate our et hanol plants as planned.

 We are dependent upon our officers for management a nd direction, and the loss of any o f these persons could adversely affect our
operations and results.

         We are dependent upon the diligence and skill o f our senior management team for imp lementation of our proposed strategy and
execution of our business plan, and our future success depends to a significant extent on the continued service and coordinat ion of our senior
management team. We do not maintain ―key person‖ life insurance for any of our officers or other emp loyees. The loss of any of our officers
could delay or prevent the achievement of our business objectives.


                                                                        38
 We are dependent on our commercial relationship with Cargill and subject to various risks associated with this relationship.

         Our operating results may suffer i f Cargill does not perform its obligations under our contracts. We have entered into an extensive
commercial relat ionship with Cargill and will be dependent on Cargill for the success of our business. This relationship includes long-term
market ing agreements with Cargill, under which Carg ill has agreed to market and distribute 100% of the ethanol and distillers grain produced
at our Wood River and Fairmont production plants. We have also entered into corn supply agreements with Cargill, under wh ich Carg ill
supplies 100% of the corn for our Wood River and Fairmont plan ts. The success of our business depends on Cargill’s ability to provide our
production plants with the required corn supply in a cost-effective manner and to market and distribute our products successfully. If Cargill
defaults on payments owed to us, fails to perform any of its responsibilities or does not perform its responsibilities as effectively as we expect
them to under our agreements, our results of operations will be adversely affected.

           Cargill may terminate its arrangements with us in the event th at certain parties acquire 30% or more of our common stock or the
power to elect a majority of the Board. Cargill has the right to terminate its arrangements with us for any or all of our facilities if any of five
identified parties or their affiliates acquires 30% or more of our co mmon stock or the power to elect a majority of our board of directors. Cargill
has designated five parties, each of which is currently engaged primarily in the agricultural co mmodities business, and it ha s the right to
annually update this list of identified part ies, so long as the list does not exceed five entit ies and the affiliates of such entities . The five parties
currently identified by Cargill are Archer Daniels Midland Co mpany, CHS Inc., Tate & Ly le PLC, The Scoular Co mpany and Bunge Limited.
Carg ill’s termination right may have the effect of deferring, delaying or d iscouraging transactions with these parties and their affi liates that
might otherwise be beneficial to us. If Carg ill were to terminate any of our goods and s ervices agreements, it would have a significant negative
impact on our business and we would be unable to continue our operations at each affected facility until alternative arrangements were made. If
we were required to make alternative arrangements, we may not be able to make such arrangements or, if we are able to make such
arrangements, they may not be on terms as favorable as our agreements with Carg ill. We currently have no agreements or structure in place that
would prohibit any of the parties identified by Carg ill fro m acquiring 30% or more of our co mmon stock and we do not expect to have any such
agreements or structures in the future. Ho wever, we have no expectation that any of these parties would have an interest in a cquiring shares of
our common stock. We monitor Schedule 13D filings so that we will be in formed of any part ies accumulating ownership of our stock. If any
identified party accumulates a significant amount of stock, our board of directors will address the matter at that time consistent with its
fiduciary duties under applicable law.

          If we do not meet certain quality and quantity standards under our marketing agreements with Cargill, our results of operatio ns may
be adversely affected. If our ethanol or d istillers grain does not meet certain quality standards, Cargill may reject our products or accept our
products and decrease the purchase price to reflect the inferior quality. In addition, if our distillers grain is subject to a recall reasonably
determined by Carg ill to be necessary, we will be responsible for all reasonable costs associated with the recall. If we fail to produce a
sufficient amount of ethanol or distillers grain and, as a result, Cargill is required to purchase replacement products from third p arties at a
higher purchase price to meet sale co mmit ments, we must pay Cargill the price d ifference plus a commission on the deficiency volume. Our
failure to meet the quality and quantity standards in our marketing agreements with Carg ill could adversely affect our result s of operations.


                                                                            39
          We will be subject to certain risks associated with Cargill’s ethanol marketing pool. Under the terms of our ethanol market ing
agreements, Cargill may place our ethanol in a co mmon marketing pool with ethanol produced by Cargill and certain other third party
producers. Each participant in the pool will receive the same price for its share of ethanol sold, net of freight and other a greed costs incurred by
Carg ill with respect to the pooled ethanol. Freight and other charges will be div ided among pool participants based solely upon each
participant’s ethanol volume in the pool. As a result, we may be responsible for higher freight and other costs than we would be if we did not
participate in the market ing pool, depending on the freight and other costs attributable to the other marketing pool members. In addition, we
may beco me co mmitted to sell ethanol at a fixed price in the future under the marketing pool, exposing us to the risk of increased corn prices if
we are unable to hedge such sales. We have the right to opt out of the ethanol marketing pool for any contract year by giving Cargill a
six-month advance notice. However, we may be required to participate in the pool fo r an additional 18 months if Carg ill has contractually
committed to sell ethanol based on our continued participation in the pool.

         We are subject to certain risks associated with our corn supply agreements with Cargill. We have agreed to purchase our required
corn supply for our Wood River and Fairmont plants exclusively fro m Cargill and pay Cargill a per bushel fee for all corn Car g ill sells to us.
We cannot assure you that the prices we pay for corn under our corn supply agreements with Carg ill, togeth er with the fee we h ave agreed to
pay to Cargill, will be lower than the prices we could pay or that our competitors will be paying for corn fro m other sources .

           Our interests may conflict with the interests of Cargill. According to the RFA, as of February 2009, Cargill has two of its own
plants, which were producing approximately 120 M mgy. In addition, we understand that Cargill may market ethanol for other third parties
under the marketing pool arrangements described above. We cannot assure you that Cargill will not favor its own interests or those of other
parties over our interests. Under our market ing agreements with Cargill, other than our right to terminate to the extent such conflict results in
material quantifiable pecuniary loss, we have waived any claim of conflict of interest against Cargill for failure to use commercially reasonable
efforts to maximize our returns to the extent such claims relate to an alleged conflict of interest or alleged preference to third parties for which
Carg ill prov ides marketing services. If we elected to terminate the market ing agreements in these circumstances, we would need to enter into
replacement marketing arrangements with another party, wh ich may not be possible at all or on terms as favorable as our curre n t agreements
with Carg ill. To the extent a conflict of interest does not result in material quantifiab le pecuniary loss, we would be witho ut recourse against
Carg ill.

 New, more energy-efficient technologies for producing ethanol could displace corn-based ethanol and materially harm our results of
operations and financial condition.

           The development and implementation of new technologies may impact our business significantly. The current trend in ethanol
production research is to develop an efficient method of producing ethanol fro m cellu losic bio mass such as agricultural waste, forest residue,
and municipal solid waste. This trend is driven by the fact that cellu losic bio mass is generally cheaper than corn and produc ing ethanol fro m
cellu losic bio mass would create opportunities to produce ethanol in areas that are unable to grow corn. Another trend in ethanol production
research is to produce ethanol through a chemical process rather than a fermentation process, thereby significantly increasin g the ethanol yield
per pound of feedstock. Although current technology does not allow these production methods to be cost competitive, new techn ologies may
develop that would allow these or other methods to become viable means of ethanol production in the future th ereby displacing corn-based
ethanol in whole or in part o r intensifying competition in the ethanol industry. Our plants are designed to produce corn -based ethanol through a
fermentation process. If we are unable to adopt or incorporate these advances into our operations, our cost of producing ethanol could be
significantly higher than those of our competitors, and retrofitting our p lants may be very time -consuming and could require sig nificant capital
expenditures. In addition, advances in the development o f alternatives to ethanol, such as alternative fuel addit ives, or technological advances
in engine and exhaust system design performance, such as the commercializat ion of hydrogen fuel-cells or hybrid engines, or other factors
could significantly reduce de mand for or eliminate the need for ethanol. We cannot predict when new technologies may become available, the
rate of acceptance of new technologies, the costs associated with new technologies or whether these other factors may harm de mand fo r
ethanol.


                                                                         40
Our profit margins may be adversely affected by fluctuations in the selling price and production cost of gasoline.

         Ethanol is marketed as a fuel additive to reduce vehicle emissions from gasoline, as an octane enhancer to improve the octane rating of
the gasoline with which it is blended and, to a lesser extent, as a gasoline substitute. As a result, ethanol prices are influenced by the supply of
and demand for gasoline. Our results of operations may be materially harmed if the demand for, or the price of, gasoline decreases. Conversely,
a prolonged increase in the price of, or demand for, gasoline could lead the U.S. government to relax import restrictions on foreign ethanol that
currently benefit us.

Our business is highly sensitive to corn prices, and we generally cannot pass along increases in corn prices to our customers .

          Corn is the principal raw material we use to produce ethanol and distillers grain. We expe ct corn costs to represent approximately 77%
of our total operating expenses, assuming a corn price of $4.75 per bushel. Changes in the price of corn therefore significan tly affect our
business. In general, rising corn prices result in lower profit marg ins and may result in negative margins if not accompanied by increases in
ethanol prices. Under current market conditions, because ethanol competes with fuels that are not corn -based, we generally are unable to pass
along increased corn costs to our customer. At certain levels, corn prices would make ethanol uneconomical to use in fuel markets. Over the
period fro m July 1, 2008 through June 30, 2010, spot corn prices, based on the Chicago Board o f Trade, or CBOT, have ranged f ro m a low of
$3.01 per bushel in September 2009 to a high of $7.49 per bushel in Ju ly 2008, with prices averaging $3.99 per bushel during this two year
period. As of September 30, 2010, the CBOT spot price of corn was $4.96 per bushel. The p rice o f corn is influenced by a number of factors,
including weather conditions and other factors affecting crop yields, farmer p lanting decisions and general economic, market and regulatory
factors, government policies and subsidies with respect to agriculture and international trade, and global and local supply and demand. In
addition, any event that tends to increase the demand for corn could cause the price of corn to increase. We believe that the increasing ethanol
production capacity has contributed to, and will continue to contribute to, a perio d of elevated corn prices compared to historical levels.

 The market for natural gas is subject to market conditions that create uncertainty in the price and availability of the natur al gas that we
will use in our manufacturing process.

          We rely upon third parties for our supply of natural gas, wh ich we use in the ethanol production process. The prices for and
availability of natural gas are subject to volatile market conditions. The fluctuations in natural gas prices over the period from July 1, 2008
through June 30, 2010, based on the New York Mercantile Exchange, or NYM EX, have ranged fro m a low of $2.51 per million of Br itish
Thermal Un its (Mmbtu) in September 2009 to a h igh of $13.58 per M mbtu in July 2008, averag ing $5.21 per M mbtu during this two year
period. As of September 30, 2010, the NYM EX spot price of natural gas was $3.87 per M mbtu. These market conditions are often affected by
factors beyond our control, such as the price of oil as a competit ive fuel, higher prices resulting fro m cold er than average weather conditions or
the impact of hurricanes and overall economic conditions. Local variation in the cost or supply of natural gas at either plant may also
negatively impact our operations. Significant disruptions in the supply of natura l gas could impair our ability to manufacture et hanol for our
customers. Furthermo re, increases in natural gas prices could adversely affect our results of operations.


                                                                         41
We may not be able to compete effectively.

          We compete with a number of significant ethanol producers in the United States, including Archer Daniels Midland Co mpany, Valero
Energy Corporation, Abengoa Bioenergy Corporat ion, Poet, and Green Plains Renewab le Energy, Inc. So me of our co mpetito rs are divisions
of larger enterprises and have substantially greater financial resources than we do. According to the RFA, the three largest producers (Archer
Daniels Midland Co mpany, Poet and Valero Energy Corporation ) together control 31% o f the ethanol market as of the end of 2009.

          In November 2008, VeraSun Energy Corporation filed for protection fro m creditors under Chapter 11 o f the U.S. Ban kruptcy Code.
VeraSun subsequently announced that seven of its ethanol plants would be sold to Valero Energy, a producer and retailer of gasoline, as a
result of an auction process conducted under the auspices of the bankruptcy court. Its remaining plants were sold in the auct ion to various
secured lenders, two of which were subsequently sold to Valero. In October 2009, Murphy Oil acquired a 110 mgy ethanol plant formerly
owned by VeraSun, located in Hankinson, ND, and subsequently restarted operations. In June 2009, Sunoco Oil, another producer and retailer
of gasoline, acquired a 100 mgy ethanol refinery in Volney, New Yo rk, and in January 2010 announced it was restarting operations at that
plant. In addit ion, during 2008 and 2009, a variety of smaller ethanol producers likewise filed for protection under Chapter 11 or comparab le
state law. While it is too soon to estimate what effect, if any, these events may have on our business or competitive prospec ts, the impact of
these large oil refiners and retailers vertically integrating into ethanol production, and the possibility t hat one or more of our other co mpetitors
may as a result have imp roved capital structures, or be without significant debt service obligations, could have the potentia l effect of placing us
at a competit ive disadvantage.

          In addition to the larger sized co mpetitors described above, there are many smaller co mpetitors that have been able to compet e
successfully in the ethanol industry made up mostly of farmer -owned cooperatives and independent firms consisting of groups of in div idual
farmers and investors. As many of these smaller co mpetitors are farmer-o wned, they receive greater government subsidies than we do and often
require their farmer-owners to commit to selling them a certain amount of corn as a requirement of ownersh ip. We expect co mp etition to
increase as the ethanol industry becomes more widely known and demand fo r ethanol increases.

          We also face increasing competit ion fro m international suppliers. International suppliers produce ethanol primarily fro m suga r cane
and have cost structures that may be substantially lower than ours. Although there is a $0.54 per gallon tariff on foreign -produced ethanol that
is approximately equal to the federal blenders ’ credit, ethanol imports equivalent to up to 7% of total do mestic production in any given year
fro m various countries were exempted fro m this tariff under the Caribbean Basin Init iative in order to spur economic developm ent in Central
America and the Caribbean. In addit ion, this tariff is currently scheduled to expire o n December 31, 2010, and there can be no assurance that it
will be renewed beyond that time. Any increase in do mestic or foreign co mpetition could force us to reduce our prices and take other steps to
compete effect ively, which may adversely affect our res ults of operations and financial position.

 Growth in the sale and distribution of ethanol depends on changes to and expansion of related infrastructure which may not oc cur on a
timely basis, if at all.

         It currently is impract icable to transport by pipeline fuel blends that contain ethanol. Substantial development of infrastructure will be
required by persons and entities outside our control for our business, and the ethanol industry generally, to grow. Areas req uirin g expansion
include, but are not limited to:


                                                                          42
                            additional rail car capacity;

                            additional storage facilities for ethanol;

                            increases in truck fleets capable of transporting ethanol within localized markets;

                            investment in refining and blending in frastructure to handle ethanol;

                            growth in service stations equipped to handle ethanol fuels; and

                            growth in the fleet of flexib le fuel vehicles capable of using E85 fuels.

          The substantial investments or government support required for these infrastructure changes and expansions may not be made o n a
timely basis or at all. Any delay or failure in making the changes to or expansion of infrastructure could weaken the demand or prices for our
products, impede our delivery of products, impose additional costs on us or otherwise materially harm our results of operatio ns or financial
position.

Transportation delays, including as a result of disruptions to infrastructure, could adversely affect our operations.

          Our business depends on the availability of rail and road distribution infrastructure. Any disruptions in this infrastructure network,
whether caused by earthquakes, storms, other natural disasters or human error or malfeasance, could materially impact our business. It
currently is imp racticable to transport by pipeline fuel b lends that contain ethanol, and we have limited ethanol storage cap acity at our facilities.
Therefore, any unexpected delay in transportation of our ethanol could result in significant disruption to our operations, possibly requiring
shutting down our plant operations. We will rely upon others to maintain our rail lines fro m our p roduction plants to nationa l rail networks, and
any failure on their part to maintain the lines could impede our delivery of products, impose additional costs on us or otherwise cause our
results of operations or financial condition to suffer.

Disruptions in the supply of oil or natural gas could materially harm o ur business.

         Significant amounts of oil and natural gas are required for the growing, fert ilizing and harvesting of corn, as well as for t he
fermentation, distillat ion and transportation of ethanol and the drying of distillers grain. A serious disruption in the supply of oil or natural gas
and any related period of elevated prices could significantly increase our production costs and possibly require shutting dow n our plant
operations, which would materially harm our business.

Our business may be influenced by seasonal fluct uations.

          Our operating results may be influenced by seasonal fluctuations in the price of our primary operating inputs, corn and natur al gas,
and the price of our primary product, ethanol. Generally speaking, the spot price of corn tends to rise during the spring planting season in May
and June and tends to decrease during the fall harvest in October and November. The price for natural gas, however, tends to move inversely to
that of corn and tends to be lower in the spring and summer and higher in the fall and winter. In addit ion, ethanol prices have historically been
substantially correlated with the price of unleaded gasoline. The price of unleaded gasoline tends to rise during the summer and winter. Due to
the blenders’ credit, ethanol historically has traded at a per gallon premiu m to gasoline, although there have been times that ethanol has trad ed
at a discount to gasoline. This discount, or price inversion, is believed to be the result of the rapid growth in the supply of ethanol co mpounded
by the limited infrastructure and blending capacity required for distribution. Given our limited operating history, we do not know yet how these
seasonal fluctuations will affect our operating results over time.


                                                                          43
 The price of distillers grain is affected by the price of other commodity products, such as soybeans, and decreases in the pr ice of these
commodities could decrease the price of distillers grain.

           Distillers grain is one of many animal feed products and competes with other protein -based animal feed products. The price of
distillers grain may decrease when the price o f co mpeting feed products decreases. The prices of co mpeting animal feed produc ts are based in
part on the prices of the commodities fro m which they are derived. Do wnward pressure on commodity prices, such as soybeans, w ill generally
cause the price of co mpeting animal feed products to decline, resulting in downward pressure on the price of distillers grain. Because the price
of distillers grain is not tied to production costs, decreases in the price of distillers grain will result in us generating less revenue and lower
profit margins. In addition, the production of distillers grain is e xpected to rise significantly in connection with the projected expansion of
ethanol production capacity in the United States over the next several years. As a result of this likely significant increase in supply, the market
price of d istillers grain may fa ll sharply fro m its current levels. If the market price of d istillers grain falls, our business and financial results may
be harmed.

 Our financial results may be adversely affected by potential future acquisitions or sales of our plants, which co uld divert the attention of
key personnel, disrupt our busi ness and dilute stockholder value.

          As part of our business strategy, and as market and financing conditions permit, we intend to (1) pursue acquisitions of other ethanol
producers, building sites, production facilities, storage or distribution facilities and selected infrastructure and (2) seek opportunities to sell one
or more p lants or plant sites on a basis more favorable than we would expect to realize by holding them. Due to increased comp etition,
however, we may not be able to secure suitable acquisition opportunities. Further, we may not be able to find a buyer or buye rs for one or more
of our plants or plant sites at prices that we consider attractive. In addition, the co mplet ion of any acqu isition may result in unfo reseen
operating difficulties and may require significant financial and managerial resources that would otherwise be availab le fo r t he ongoing
development or expansion of our operations. In addition, if we finance acquisitions by issuing equity securities or debt that is convertible into
equity securities, our existing stockholders may be diluted, which could affect the market price of our co mmon stock. The fai lu re to
successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business
and financial results.

 We have encountered unanticipated difficulties in operating our plants, which may recur and cause us to incur substantial los ses.

          We are aware of certain plant design and construction defects that may impede the reliable and continuous operation of our plants, and
as a result, our plants have not consistently operated at full capacity. We are in the process of addressing these and a variety of other reliability
issues at our plants. However, our limited liquid ity may prevent us from financing all of these init iatives and, even if co mpleted, we cannot
assure you that our initiatives will be successful or can be implemented in a timely fashion or wit hout an extended period of int erruption to
operations. As a result, the operation of our plants has been more costly or inefficient than we anticipated, and this may re cur in the
future. Although we received pay ments from our general contractor for warran ty claims under our engineering, procurement and construction
contracts for some of the unanticipated difficult ies we have encountered, these payments did not fully co mpensate us for the cost of remedying
such defects. In any event, we will not be able to recover lost sales or lost profits that have resulted, or might result in the future, fro m any
defect in the design or construction of our plants. Any inability to operate our plants at full capacity on a consistent basis could have a negative
impact on our cash flows and liquid ity.


                                                                             44
          We may also encounter other factors that could prevent us from conducting operations as expected, resulting in decreased capacity or
interruptions in production, including shortages of workers or materials, design issues relating to improvements, construction and equipment
cost escalation, transportation constraints, adverse weather, unforeseen difficu lties or labor issues, or changes in politica l ad ministrations at the
federal, state or local levels that result in policy change towards ethanol in general or our p lants in particular. Furthermo re, local water,
electricity and gas utilities may not be able to reliab ly supply the resources that our facilities will need or may not be able to supply them on
acceptable terms. Our operations may be subject to significant interruption if any of our facilities experiences a major accident or is damaged
by severe weather or other natural d isasters. In addition, our operations may be subject to labor disruptions, unscheduled downtime or other
operational hazards inherent in our industry. Some o f these operational hazards may cause personal injury or loss of life, se vere damage to or
destruction of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civ il or
criminal penalties. Ou r insurance may not be adequate to cover the potential operational hazards described above and we may n ot be able to
renew our insurance on commercially reasonable terms or at all. Any cessation of operations due to any of the above factors would cause our
sales to decrease significantly, wh ich would have a material adverse effect on our results of operation and financial condit ion.

We may be adversely affected by environmental, health and sa fety laws, regulations and liabilities.

         We are subject to various federal, state and local environmental laws and regulations, including those relating to the discha rge of
materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, access to and
impacts on water supply, and the health and safety of our employees. Some of these laws and regulations require our facilit ie s to operate under
permits that are subject to renewal or mod ification. These laws, regulations and permits can require expensive emissions testing and pollution
control equipment or operational changes to limit actual or potential impacts to the environment. A vio lation of these laws a nd regulations or
permit conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and facility shutdowns. We
may not be in co mpliance with these laws, regulations or permits at all t imes or we may not have all permits required to operate our bus iness.
We may be subject to legal actions brought by environmental advocacy groups and other parties for actual or alleged violations of
environmental laws or permits. In addition, we may be required to make significant capital expenditures on an ongoing basis t o comply with
increasingly stringent environmental laws, regulat ions and permits.

         During the start-up and initial operation of our t wo plants, we have occasionally failed to meet all of the parameters of our air and
water discharge permits. We have addressed these issues primarily through adjustments to our equipment and operations, inclu ding significant
upgrades to our water treatment system in Fairmont, Minnesota, and subsequent re -tests have indicated that we are operating within our
permitted limits. We have received Notices of Vio lations with respect to both sites from environ mental regulators relating to these issues. In
Nebraska, we have not been subject to any enforcement action. In Minnesota, we have resolved all o f our outstanding enforcement issues
through a Stipulated Agreement with the state, which resulted in us paying a fine of $285,000 during 2010. We do not anticipate a material
adverse impact on our business or financial condit ion as a result of these prior violations.


                                                                           45
          Our water permits are issued under the federal National Pollutant Discharge Elimination System (NPDES), as ad min istered by th e
states. Our Minnesota NPDES permit contains certain discharge variances fro m the water quality st andards adopted by the U.S. EPA, wh ich
variances exp ire on Ju ly 31, 2011. As part of the Stipu lated Agreement with the state of Minnesota, we expect that we will be required to
implement further upgrades to our water treatment system in Fairmont and to implement additional alternative technologies to allo w us to meet
the water quality standards. In the event these technologies prove to be infeasible, we expect that we would be required to imp lement
alternative discharge solutions, such as a pipeline to a larger, more remote receiv ing stream. Each of these undertakings would require
significant expenditures which we expect will represent a significant portion of our capital imp rovement budgets in Fairmont in 2011 and
2012. Ho wever, we have no assurances at this time that we will be able to meet the timelines for implementing the proposed solutions or, if
we are able to identify a solution, that the necessary equipment, technology or construction will not be prohibitively expens ive or economically
feasible. Failure to meet the water quality standards on or after the July 31, 2011 expiration date, or as otherwise set forth in the S tipulated
Agreement, may result in additional enforcement actions, including substantial fines, and may result in legal actions b y private parties, any one
or comb ination of which could have a material adverse affect on our financial condition.

We may be adversely affected by pending climate change regulations.

           Ethanol production involves the emission of various airborne pollutants, including particulate, carbon dio xide, o xides of nitrogen,
hazardous air pollutants and volatile organic co mpounds. In 2007, the U.S. Supreme Court classified carbon dio xide as an air pollutant under
the Clean Air Act in a case seeking to require the EPA to regulate carbon dio xide in vehicle emissions. On February 3, 2010, the EPA released
its proposed final regulat ions on the Renewable Fuels Standard, or RFS 2. We believe these final regulat ions grandfather our plants at their
current operating capacity, though expansion of our plants will need to meet a threshold of a 20% reduction in ―greenhouse gas,‖ or GHG,
emissions from a 2005 baseline measurement to produce ethanol eligib le for the RFS 2 mandate. In order to expand capacity at our plants, we
may be required to obtain additional permits, install advanced technology such as corn oil extract ion, or reduce drying of ce rtain amounts of
distillers grains.

         Separately, the Californ ia Air Resources Board has adopted a Low Carbon Fuel Standard requ iring a 10% reduction in GHG
emissions from transportation fuels by 2020. An Indirect Land Use Change component is included in this lifecycle GHG emission s calculation,
though this standard is being challenged by numerous lawsuits. This proposed standard could have the effect in the future of rendering our
ethanol unsaleable in the state of Califo rnia and, if adopted in other states, elsewhere.


                                                                        46
                                                      Forward-Looking State ments

          This prospectus and the information incorporated by reference herein include forward -looking statements within the mean ing of
Section 27A of the Securities Act of 1933, as amended, which we refer to as the ―Securities Act,‖ and Section 21E of the Securities Exchange
Act of 1934, as amended, wh ich we refer to as the ―Exchange Act.‖ All statements other than statements of historical fact are ―forward-looking
statements,‖ including any projections of earnings, revenue or other financial items, any statements concerning future commodity prices and
their effect on the Co mpany, any statements of the plans, strategies and objectives of management for future operations, any statements
concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements
of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing.
Words such as ―may,‖ ―will,‖ ―should,‖ ―could,‖ ―would,‖ ―predicts,‖ ―potential,‖ ―continue,‖ ―expects,‖ ―anticipates,‖ ―future,‖ ―intends,‖
―plans,‖ ―believes,‖ ―estimates‖ and similar expressions, as well as statements in the future tense, identify forward -looking statements.

          These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could
cause our actual results, performance or achievements, or industry results, to differ materially fro m any future results, performance or
achievements described in or imp lied by such statements. Actual results may differ materially fro m expected results described in our
forward-looking statements, including with respect to correct measurement and identificat ion of factors affecting our business or the extent of
their likely impact, the accuracy and comp leteness of the publicly available informat ion with respect to the factors upon which our business
strategy is based or the success of our business. Furthermore, industry forecasts are likely to be inaccurate, especially over long periods of
time and in relat ively new and rapidly developing industries such as ethanol.

          Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate
indications of whether, or the times by which, our performance or results may be achieved. Fo rward -looking statements are based on
informat ion availab le at the time those statements are made and management ’s belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or results to differ materially fro m th ose expressed in or suggested by the
forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under
the headings ―Risk Factors‖ included in this prospectus and under ―Management’s Discussion and Analysis of Financial Condit ion and Results
of Operations‖ included our Annual Report on Form 10-K for the year ended December 31, 2009 and in our Quarterly Report o n Form 10-Q
for the quarter ended September 30, 2010, and elsewhere in this prospectus and in the documents incorporated by reference herein.

         Should one or more of the risks or uncertainties described above or elsewhere in this prospectus or in the information incorp orated by
reference herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those
expressed in any forward-looking statements. Except as required by law, we disclaim all responsibility to publicly update any information
contained in a forward-looking statement or any forward-looking statement and therefore disclaim any resulting liab ility for potentially related
damages. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a
fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law to contain all
material informat ion.

         All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.


                                                                         47
                                                               Use of Proceeds

Assuming that neither the size of this rights offering nor the size of the Basic Co mmit ment or Backstop Co mmit ment is reduced by the
Backstop Parties, we estimate that the net proceeds from the sale of the depositary shares offered in this rights offering and fro m the preferred
membership interests offered in the LLC’s concurrent private placement, after deducting estimated offering expenses, will be approximately
$           million. We intend to, or will cause the LLC to, use the proceeds from the s ale of securities in this offering, the LLC’s concurrent
private placement and the Backstop Co mmit ment to, pro mptly upon consummation: (i) first, pay off the Bridge Loan, wh ich we estimate
would use $      o f the proceeds; (ii) second, pay off all indebtedness under the Loan Agreement, dated as of September 25, 2006, by and
among the LLC and certain of the Backstop Parties and their affiliates (wh ich we refer to as the ―Subordinated Debt Agreement‖), which we
estimate would use $       of the proceeds; (iii) third, make the Cargill Cash Pay ment, wh ich would use $2,800,829 of the proceeds; (iv) fourth,
to pay certain fees and expenses incurred in connection with this rights offering and the LLC ’s concurrent private placement, which we
estimate would use $       of the proceeds; and (v) fifth, use the remainder, if any, for general corporate purposes.

          In the event that the Backstop Parties reduce the number of depositary shares that they would otherwise be obligated to purch ase
pursuant to the Basic Co mmit ment or Backstop Co mmit ment (see ―The Rights Offering—Rights Offering Letter Agreement—Reduction by
the Backstop Parties‖) and, as a result, we do have sufficient proceeds from this rights offering and the concurrent private placement to pay off
the Bridge Loan but do not have sufficient proceeds to both pay off all indebtedness under the Subordinated Debt Agreement and make the
Carg ill Cash Pay ment, then the Backstop Parties will have the option to cause us to use the proceeds remain ing after the pay off of the Bridge
Loan to make the Cargill Cash Payment before paying off any indebtedness under the Subordinated Debt Agreement.

Currently, we have approximately $19.4 million of outstanding indebtedness under our Bridge Loan, at an annual interest rate of 12.5%. The
maturity date of the Bridge Loan is March 24, 2011. The proceeds of the Bridge Loan were used to repay in full all outstandin g working capital
loans under our Senior Debt Facility and to pay certain related fees and expenses. As of September 30, 2010, the LLC had $21.1 million
outstanding under the Subordinated Debt Agreement, at a 5.0% annual interest rate compounded quarterly. The maturity date of this debt is
March 2015. Fro m September 25, 2006, the date the LLC and the subordinated debt lenders e ntered into the Subordinated Debt Agreement,
through December 1, 2008, interest on the subordinated debt was payable at a 15.0% annual interest rate. In January 2009, the LLC and the
subordinated debt lenders entered into a waiver and amendment agreement to the Subordinated Debt Agreement. Under the waiver and
amend ment agreement, effective December 1, 2008, interest on the subordinated debt began accruing at a 5.0% annual rate, a ra te that will
apply until the amounts owed to Cargill under the Settlement Agreement have been paid in full, at wh ich time the rate will revert to a 15.0%
annual rate. As a result of our intended use of proceeds of this rights offering, the LLC’s concurrent private placement and the Backstop
Co mmit ment and the terms of the Carg ill Letter (and assuming that neither the size of this rights offering nor the size of the Basic Co mmit ment
or Backstop Commit ment is reduced by the Backstop Parties), we expect to pay off all of the indebtedness under the Subordinated Debt
Agreement before or concurrently with the payment in cash or satisfaction by issuance of depositary shares of all amounts owed under the
Settlement Agreement.


                                                                        48
                                           Market Price and Dividends on Common Stock

Market Informati on

          We completed an in itial public offering of shares of our common stock in June 2007. Our co mmon stock trades on The Nasdaq
Global Market under the symbol ―BIOF.‖ The fo llo wing table sets forth the high and low closing prices for the co mmon stock as reported on
The Nasdaq Global Market for the quarterly periods indicated. These prices do not include retail markups, markdowns or co mmissions.

       Year ended, December 31, 2008                                                                             High             Low
       First Quarter                                                                                         $       7.31     $         3.82
       Second Quarter                                                                                        $       4.96     $         2.55
       Third Quarter                                                                                         $       2.67     $         0.54
       Fourth Quarter                                                                                        $       0.73     $         0.31

       Year ended December 31, 2009                                                                              High             Low
       First Quarter                                                                                         $       0.47     $         0.26
       Second Quarter                                                                                        $       1.45     $         0.25
       Third Quarter                                                                                         $       0.77     $         0.57
       Fourth Quarter                                                                                        $       3.77     $         0.84

       Year ending December 31, 2010                                                                             High             Low
       First Quarter                                                                                         $       4.13     $         2.75
       Second Quarter                                                                                        $       3.14     $         1.33
       Third Quarter                                                                                         $       2.22     $         1.10

            On November 12, 2010, the closing price of our co mmon stock was $2.11. On November 12, 2010, there were appro ximately
34 shareholders of record of our co mmon stock and 12 shareholders of record of our class B co mmon stock. We believe the number of
beneficial owners is substantially greater than the number of record holders because a large portion of our outstanding commo n stock is held of
record in bro ker ―street names‖ for the benefit of individual investors . As of November 12, 2010, there were 25,465,728 co mmon shares
outstanding, net of 809,606 shares held in treasury, and 7,111,985 class B co mmon shares outstanding.

Di vi dend Policy

             We have not paid any dividends since our inception and do not anticipate declaring or paying any cash dividends on our common
stock in the foreseeable future. We currently anticipate that we will retain all of our available cash, if any, for use as wo rking capital and for
other general corporate purposes, including to service our debt and to fund the operation of our business. Payment of future dividends, if any,
will be at the discretion of our board of d irectors and will depend on many factors, including general economic and business conditions, our
strategic plans, our financial results and condition, legal requirements and other factors as our board of directors deems re levant. In addition,
our Senior Debt Facility imposes restrictions on the ability of the subsidiaries that own our Wood River and Fairmont plants to pay dividends
or make other distributions to us, which will restrict our ab ility to pay dividends.


                                                                         49
           BioFuel Energy Corp. is a holding co mpany and has no material assets other than its ownership of membership units in the LLC.
We intend to cause the LLC to make d istributions to BioFuel Energy Corp. in an amount sufficient to cover dividends, if any, d eclared by us. If
the LLC makes such distributions, the holders of membership interests in the LLC (other than Bio Fuel Energy Corp.) will be entitled to receive
equivalent distributions from the LLC on their membership units. To ensure that our public stockholders are treated fairly with the holders of
membership interests in the LLC (other than BioFuel Energy Corp.), our cert ificate of incorporation requires that all d istrib utions received fro m
the LLC, other than distributions to cover tax obligations and other corporate expen ses, will be d ividended to holders of our common stock.

Equi ty Compensati on Plans

          The informat ion required by this item concerning equity co mpensation plans is incorporated by reference to ―Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ‖ of our Annual Report on Form 10-K for the year
ended December 31, 2009.


                                                                         50
                                                               Capitalization

          The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2010 on an actual basis and on
an as adjusted basis to give effect to this rights offering and the LLC’s concurrent private placement and the application of the net proceeds
therefro m (including the payoff of the Bridge Loan and the Subordinated Debt Agreement and the making of the Cargill Cash Pay ment and
Carg ill Stock Payment (assuming a per share value of our co mmon stock used to determine the number o f Series A Non-Voting Convertible
Preferred Shares representing depositary shares to be issued in satisfaction of the Carg ill Stock Pay ment equal to $            , which was the
closing sales price of our co mmon stock on The Nasdaq Global Market on                , the last trading day before the commencement of th is
rights offering)), after deducting the estimated fees and offering expenses. Please see ―Use of Proceeds.‖ The following table does not give
effect to the automatic conversion of shares of Series A Non-Voting Convertible Preferred Stock into shares of common stock that will occur
following the requisite stockholder approval. The following table assumes that the size of this rights offering is not reduced by the Backstop
Parties.

          You should read this table together with the informat ion under the heading ―Management’s Discussion and Analysis of Financial
Condition and Results of Operations ‖ and our unaudited interim consolidated financial statements and related notes and other financial
informat ion incorporated by reference herein fro m our Quarterly Report on Form 10 -Q for the period ended September 30, 2010.

                                                                                                         As of September 30, 2010
                                                                                                      Actual                 As adjusted
                                                                                                                (unaudi ted)
                                                                                                           (dollars in thousands)
Cash and equivalents                                                                             $         10,895          $
Total debt                                                                                                256,877
Stockholders’ equity:
  Preferred stock (5.0 million shares authorized and no shares issued or outstanding, actual;
    5.0 million shares authorized and 2.0 million shares of Series A Non -Vot ing Convertib le
    Preferred Stock, $0.01 par value per share, issued and outstanding, as adjus ted)                           —
  Co mmon stock, $0.01 par value per share (100.0 million shares authorized and 26,275,334
    shares issued and outstanding, actual; 100.0 million shares authorized and 26,275,334
    million shares issued and outstanding, as adjusted)                                                       262
  Class B common stock, $0.01 par value per share (50.0 million shares authorized and
    7,111,985 shares issued and outstanding, actual; 50.0 million shares authorized and
    7,111,985 million shares issued and outstanding, as adjusted)                                              71
  Less common stock held in treasury, at cost, 809,606 shares at September 30, 2010                        (4,316 )
Additional paid-in capital                                                                                138,322
Accumulated deficit                                                                                       (79,513 )
  Total BioFuel Energy Corp. stockholders ’ equity                                                         54,826
Noncontrolling interest                                                                                       268
Total equity                                                                                               55,094
Total capitalization                                                                             $        322,866          $



                                                                       51
                                                           Selected Financial Data

            The selected financial data of BioFuel Energy Co rp. (i) as of December 31, 2009 and 2008 and for the years then ended has been
derived fro m the audited consolidated financial statements of BioFuel Energy Corp. incorporated by reference into this prospe ctus and (ii) as of
September 30, 2010 and fo r the nine months ended September 30, 2009 and 2010 has been derived fro m the unaudited consolidated financial
statements of BioFuel Energy Corp. incorporated by reference into this prospectus.

         You should read the selected historical financial data in conjunction with the info rmation included under the heading
―Management’s Discussion and Analysis of Financial Condition and Results of Operations ‖ and the consolidated financial statements and
accompanying notes included in our Annual Report on Form 10 -K for the year ended December 31, 2009 and in our Quarterly Reports on
Form 10-Q fo r the three months ended March 31, 2010, June 30, 2010 and September 30, 2010, incorporated by reference into this prospe ctus.

                                                                                                          Nine Months           Nine Months
                                                               Year Ended           Year Ended               Ended                 Ended
                                                               December 31,         December 31,         September 30,         September 30,
                                                                   2008                 2009                  2009                  2010
                                                                                                          (unaudi ted)          (unaudi ted)
                                                                                 (in thousands, except per share amounts)
Statement of Operati ons Data
                                                                            1                     4                     2                     3
Net sales                                                               $
                                                                       79,867                15,514
                                                                                              $                    95,096
                                                                                                                   $                     12,031
                                                                                                                                         $
                                                                            1                     4                     2                     3
Cost of goods sold                                                     99,163                04,750                98,911                18,336
                                                                            (                     1                    (3                    (6
Gross profit (loss)                                                    19,296              ) 0,764                   ,815            )     ,305
General and administrative expenses:
                                                                            8                      6                      4,                    5,
  Co mpensation expense                                                  ,063                   ,160                    551                   152
                                                                            8                      9                      8,                    4,
  Other expense                                                          ,981                   ,327                    210                   642
                                                                            1                      1
Other operating expense                                                  ,350                     50                      —                     —
                                                                            (                      (                      (1                    (1
Operating loss                                                         37,690              )   4,873           )       6,576         )       6,099
Other inco me (expense):
                                                                             1                    7                        7
  Interest income                                                         ,087                    8                        4                    —
                                                                             (                    (                       (1                    (8
  Interest expense                                                      5,831              ) 14,906            )       2,036         )        ,061
                                                                             (                    (
  Other non-operating expense                                           1,781              )      1            )          (1         )          —
                                                                             (
  Loss on derivative financial instruments                             39,912              )       —                    —                     —
                                                                             (                     (                    (2                    (2
Loss before income taxes                                               84,127              ) 19,702            )     8,539           )     4,160
                                                                             4                     6                     8,                    5,
  Less: Net loss attributable to the noncontrolling interest            3,262                   ,072                   061                   224
Net loss attributable to BioFuel Energy Corp. co mmon                        (                     (                    (2                    (1
shareholders                                                            $
                                                                       40,865              ) 13,630
                                                                                              $                )   $ 0,478           )   $ 8,936

Loss per share—basic and diluted attributable to BioFuel                     (                    (                       (0                    (0
Energy Corp. co mmon shareholders                                       $ 2.65             ) $ 0.57            )   $     .87         )   $     .75

Basic and diluted weighted average number of                                1                      2                       2                     2
common shares                                                           5,419                  3,792                   3,418                 5,411


                                                                       52
                                                     As of                As of                 As of
                                                  December 31,        December 31,          September 30,
                                                      2008                2009                  2010
                                                                                             (Unaudited)
                                                                  (in thousands)
Balance Sheet Data
Cash and equivalents                              $      12,299   $             6,109   $           10,895
Total current assets                                     46,865                53,593               55,428
Property, plant and equipment, net                      305,350               284,362              266,364
Total assets                                            365,724               346,775              329,703
Total current liabilities                                38,157                40,830               46,428
Long-term debt, net of current portion                  226,351               220,754              218,377
Total liabilities                                       270,965               268,880              274,609
Noncontrolling interest                                  14,069                 5,660                  268
BioFuel Energy Corp. stockholders ’ equity               80,690                72,235               54,826
Total liabilities and equity                            365,724               346,775              329,703


                                             53
                                                             The Rights Offering

The Subscripti on Rights

         We are distributing at no charge to the record holders of our common stock as of 5:00 p.m., New Yo rk City t ime, on                 ,
the record date, non-transferable subscription rights to purchase depositary shares representing an aggregate of 2,000,000 shares of Series A
Non-Voting Convertible Preferred Stock. Each subscription right will permit the holder of such right to acquire, at a rights price equal to
$0.56, one depositary share under the basic subscription privilege and will also provide the holder of such right with an ove r-subscription
privilege.

          The subscription rights will be d istributed pro rata to the holders of our common stock based on the number of shares of common
stock held on the record date. The nu mber of subscription rights distributed to the holders of our common stock in this rights offering will be
determined as described under ―—Nu mber of Rights; Number of LLC Purchase Privileges.‖ Fractional subscription rights resulting fro m such
pro rata distribution will be eliminated by rounding up to the nearest whole right. If you are a beneficial o wner of shares o f our common stock
that are registered in the name o f a bro ker, dealer, custodian bank or other nominee, then we expect that DTC will d istribute subscription righ ts
to your nominee on your behalf.

Number of Rights; Number of LLC Purchase Privileges

        The number of subscription rights distributed in this rights offering will be determined by divid ing the Offering Size (as defined
below) by $0.56.

        The number of LLC purchase privileges granted in the LLC’s concurrent private placement will be determined by divid ing the Private
Placement Size (as defined below) by $0.56.

Rights Price

         The rights price for this rights offering and the LLC’s concurrent private placement means $0.56, wh ich was calcu lated pursuant to the
Rights Offering Letter Agreement as the dollar amount equal to 25% of the average per share closing price o f our co mmon stock fo r the five
trading days immed iately fo llo wing the date of the init ial filing of the registration statement o f which this prospectus is a part.

          The rights price of $0.56 represents a significant discount to the market price of our co mmon stock at the time of determinat ion, but
the rights price is not necessarily related to our book value, net worth or any other established criteria of value. This rights price represented
a               % discount to the closing price of our co mmon stock on                    . You should not consider the rights price to be an
indication of the fair value of the depos itary shares offered in this rights offering or our co mmon stock. We cannot assure you that the market
price of our co mmon stock will not decline during or after this rights offering. We also cannot assure you that you will be ab le to sell the
depositary shares, or the common stock that you will receive upon the automatic conversion of the Series A Non -Vot ing Convertible Preferred
Stock represented by such depositary shares, purchased during this rights offering at a price that is equal to or greater tha n $0.56.


                                                                         54
Aggregate Size; Offering Size; Pri vate Placement Size

          The ―Aggregate Size‖ of this rights offering and the LLC’s concurrent private placement will be an aggregate amount sufficient to (i)
repay all amounts owed at the time of consummat ion of this rights offering, including accrued and unpaid interest, under the Bridge Loan
Agreement and the Subordinated Debt Agreement, (ii) make the Carg ill Cash Pay ment and (iii) pay certain fees and expenses incurred in
connection with this rights offering and the LLC’s concurrent private placement, but is subject to reduction as described under ―—Rights
Offering Letter Agreement—Reduction by Backstop Parties.‖ The Aggregate Size (subject to any such reduction) will be determined prio r to
commencement of this rights offering, will be included in an amend ment to the registration statement of which this prospectus is a part and is
currently anticipated to be approximately $44,000,000.

         The ―Offering Size‖ o f this rights offering will be an amount equal to the Aggregate Size mult iplied by a fraction, the numerator of
which is the total number of shares of common stock outstanding as o f the record date and the denominator of wh ich is the total number o f
shares of common stock outstanding as of the record date plus the total number of membership interests in the LLC held by the holders of
membership interests in the LLC (other than BioFuel Energy Corp.) as of the record date.

          The ―Private Placement Size‖ of the LLC’s concurrent private placement will be an amount equal to the Aggregate Size mu lt iplied by
a fraction, the nu merator of wh ich is the total number of membership interests in the LLC held by the holders of membership interests in the
LLC (other than BioFuel Energy Corp.) as of the record date and the denominator of which is the total number of shares of common stock
outstanding as of the record date plus the total number o f membership interests in the LLC held by the holders of membership interests in the
LLC (other than BioFuel Energy Corp.) as of the record date.

         The Aggregate Size will equal the Offering Size plus the Private Placement Size. Assuming that fro m November 12, 2010 until the
record date there are no changes in the total number of shares of co mmon stock outstanding or the total number of membership interests in the
LLC held by the holders of membership interests in the LLC (other than BioFuel Energy Corp.), we expect the Offering Size to be $34,394,435
and the Private Placement Size to be $9,605,565.

Concurrent Pri vate Placement

General . Concurrent with this rights offering, the LLC will grant at no charge purchase privileges to the record holders (other than B ioFuel
Energy Corp.) of membership interests in the LLC as of 5:00 p.m., New Yo rk City time, on               , the record date, to purchase a new class
of preferred membership interests in the LLC (which we refer to as the ―LLC’s concurrent private placement‖). Each LLC purchase privilege
will permit the holder of such privilege to acquire, at a rights price equal to $0.56, one preferred membership interest in the LLC under the LLC
basic purchase privilege and will also provide the holder of such LLC basic purchase privilege with an LLC addit ional purchas e privilege. The
LLC additional purchase privilege will entitle the holder of the LLC purchase privilege to purchase an additional amount of pr eferred
membership interests equal to up to 100% of the preferred membership interests that the holder was otherwise entitled to pu rchase. We expect
that the record date, term and exp iration date of the LLC’s concurrent private placement will be the same as those of this rights offering.

         Grant of LLC Purchase P rivilege s . All members of the LLC (other than BioFuel Energy Co rp.) will be entit led to receive t he
LLC purchase privilege s . The LLC purchase privilege s will be granted pro rata to the holders of membership interests in the LLC (other
than BioFuel Energy Corp.) based on the number of membership interests held by them on the record date. The nu mber of LLC purchase
privilege s granted to the holders of membership interests in the LLC (other than BioFuel Energy Corp.) in the LLC’s concurrent private
placement will be determined as described under ―—Nu mber o f Rights; Number of LLC Purchase P riv ilege s .‖ Fract ional LLC purchase
privilege s resulting fro m such pro rata distribution will be eliminated by rounding up to the nearest whole purchase privile ge.


                                                                        55
Issuance of Preferred Membership Interests . Immed iately prior to the consummat ion of this rights offering and the LLC’s concurrent
private placement, the LLC will amend and restate its limited liab ility co mpany agreement to add the prefe rred membership interests as a new
class of LLC membership interest. Immediately following the consummat ion of the LLC’s concurrent private placement, the holders of
membership interests in the LLC (other than BioFuel Energy Corp.) will be entit led to rec eive preferred membership interests in amounts to be
determined in accordance with their exercise of LLC basic purchase privileges and LLC additional purchase privileges (and, in the case of the
Backstop Parties, determined in accordance with their exercis e of the Backstop Commit ment fo r preferred membership interests). Immediately
following the consummation of this rights offering, BioFuel Energy Corp. will contribute all proceeds of this rights offering to the LLC, and
the LLC will issue to BioFuel Energy Corp. a number of preferred membership interests equal to the number of depositary shares that BioFuel
Energy Corp. issued in this rights offering. The LLC will then apply the proceeds of this rights offering, the LLC ’s concurrent private
placement and the Backstop Commit ment as described under ―Use of Proceeds.‖ Concurrent with the making of the Cargill St ock Pay ment,
the LLC will issue to BioFuel Energy Corp. a number of preferred membership interests equal to the number of depositary share s issued to
Carg ill in the Cargill Stock Pay ment.

Terms of Preferred Membership Interests . The preferred membership interests will (i) be auto matically convertible as described
immed iately belo w, (ii) be entitled to pro rata d istributions from the LLC, o n an equivalent one-to-one basis with the membership interests, (iii)
have a liquidation preference in the LLC equal to $0.56 per preferred membership interest and (iv) have only limited voting r ights in the
LLC. For a full description of the preferred me mbership interests, see ―Description of Capital Stock— LLC Preferred Membership Interests;
Amended and Restated Limited Liab ility Co mpany Agreement.‖

Conversion of Preferred Membership Interests . Following the requisite stockholder approval, all preferred membership interests will
automatically convert into membership interests on a one-for-one basis and the holders of the preferred membership interests (other than
BioFuel Energy Corp.) will also receive one share of class B co mmon stock for each membership interest received upon conversion.

Purpose of LLC ’s Concurrent Private Placement . The LLC’s concurrent private placement has been structured so as to provide the holders
of membership interests in the LLC (other than Bio Fuel Energy Corp.), who hold membership interests that are exchangeable on a one -for-one
basis for shares of common stock, with a private placement that is economically equivalent to this rights offering.

Conversion of Series A Non-Voting Converti ble Preferred Stock

         As described under ―Description of Capital Stock—Description of the Depositary Shares,‖ each depositary share will represent a
fractional interest in a share of Series A Non-Voting Convertible Preferred Stock equal to the fraction determined by dividing 2,000,000 by the
total number of depositary shares actually purchased in this rights offering and pursuant to the Backstop Co mmit ment. Sub ject to the terms of
the deposit agreement, each depositary share will be entitled to all rights and preferences of the Series A Non -Vot ing Convertib le Preferred
Stock in p roportion to the fraction of a share of the Series A Non -Vot ing Convertible Preferred Stock such depositary share represents.


                                                                         56
          As described under ―Description of Capital Stock—Description of the Series A Non-Vot ing Convertible Preferred Stock,‖ each share
of Series A Non-Voting Convertible Preferred Stock shall, fo llowing the requisite stockholder approval, automatically convert into a number of
shares of common stock equal to the quotient obtained by dividing the total number of depositary shares actually purchased in this rights
offering and pursuant to the Backstop Commit ment by 2,000,000 (which we refer to as the ―Conversion Rate‖). The requisite stockholder
approval means that approval by the holders of our common stock and class B co mmon stock of the authorization and issuance of all additional
shares of common stock issuable (i) upon conversion of all shares of Series A Non-Voting Convertible Preferred Stock at the Conversion Rate
and (ii) upon the exchange on a one-for-one basis of all membership interests in the LLC that would be received by the holders of members hip
interests in the LLC (other than BioFuel Energy Corp.) following the conversion of all preferred membership interests they re ceive in the
LLC’s concurrent private placement fo r membership interests. To the extent necessary, the requisite stockholder approval would also include
the authorizat ion of all addit ional shares of class B co mmon stock issuable upon the conversion of all preferred membership int erests received
by the holders of membership interests in the LLC (other than BioFuel Energy Corp.) in the LLC’s concurrent private placement.

          As described under ―Description of Capital Stock—Description of the Depositary Shares,‖ upon conversion of the Series A
Non-Voting Convertible Preferred Stock, each depositary share shall entitle the holder thereo f to receive one share of co mmon stock and, upon
the distribution of one share of common stock to the holder of each such depositary share, each such depositary share shall b e automatically
cancelled and have no further value. The depositary will distribute the shares of common stock it receives upon conversion of the Series A
Non-Voting Convertible Preferred Stock to the holders of the depositary shares entitled to receive such distribution in proportio n to the number
of outstanding depositary shares held by each such holder, on the date of receipt or as soon as practicable thereafter.

          Because the holders of depositary shares will not be entitled to receive shares of common stock until the conversion of the S eries A
Non-Voting Convertible Preferred Stock for co mmon stock, they will hold depositary shares and will have no direct rights with respect to our
common stock until we receive the requisite stockholder approval. Holders of the depositary shares must act through the depositary to exercise
any voting rights in respect of the Series A Non-Vot ing Convertible Preferred Stock and must receive any dividends or distributions in respect
of the Series A Non-Voting Convertible Preferred Stock only through the depositary. As a result, holders of the depositary shares will not have
the right to vote on actions customarily subject to stockholder vote or approval, including the election of d irectors, the approval of significant
transactions and amend ments to our certificate of incorporation that would not adversely affect the rights, preferences or pr ivileges of the
Series A Non-Voting Convertible Preferred Stock. In addition, the trading market for the depositary shares may be less liquid t han the trading
market for our co mmon stock and the market price o f the depositary shares may be adversely affected as a result. See ―Risk Factors—Risks
Related to the Depositary Shares ‖ for more in formation.

Basic Subscription Pri vilege

          With your basic subscription privilege, you may purchase one depositary share per subscription right at a rights price per de positary
share equal to $0.56, upon delivery of the required documents and payment of $0.56 prior to the expiration of this rights offerin g. You may
exercise all or a port ion of your basic subscription privilege; however, if you exercise less than your full basic subscription priv ilege, you will
not be entitled to purchase shares pursuant to your over-subscription privilege. Under the Rights Offering Letter Agreement, the Backstop
Parties have agreed, subject to the terms and conditions described under ―—Rights Offering Letter Agreement—Basic Co mmit ment and
Backstop Co mmit ment,‖ to exercise their basic subscription privileges in full (subject to reduction in certain circu mstances as described in
therein).

         We will deliver certificates representing depositary shares or (if you are a beneficial o wner o f shares of our common stock that are
registered in the name o f a bro ker, dealer, custodian bank or other nominee) credit your account at your record holder with d epositary shares
purchased with the basic subscription priv ilege as soon as practicable after the exp irat ion of this rights offering.

Over-Subscri pti on Pri vilege

         If you fully exercise your basic subscription privilege, you will be entitled to subscribe for addit ional depositary shares t hat remain
unsubscribed as a result of any unexercised bas ic subscription privileges pursuant to your over-subscription privilege. The over-subscription
privilege allows a holder to subscribe for an additional amount of depositary shares equal to up to 100% of the depositary sh ares for which such
holder was otherwise entitled to subscribe. The Backstop Parties may exercise their over-subscription privileges in this rights offering.


                                                                          57
          If there is a sufficient number o f depositary shares available to fu lly satisfy the over-subscription privilege requests of all holders
following the exercise of subscription rights under their basic subscription priv ileges, all over-subscription requests will be honored in fu ll. If
insufficient depositary shares are availab le to fully satisfy the over-subscription privilege requests of all holders, the available u nsubscribed
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. Fractional depositary shares resulting fro m the
proportionate distribution of unsubscribed depositary shares pursuant to the over-subscription privilege will be eliminated by rounding down to
the nearest whole share.

         If and to the extent that the Backstop Parties determine, after consultation with us, that the exercise of over-subscription privileges
would result in adverse tax, legal or regulatory consequences to us or any of the Backstop Parties, we may reduce or eliminat e, pro rata for all
holders of subscription rights, the exercise of over-subscription privileges. In the event that the exercise of over-subscription privileges is so
reduced, the available unsubscribed depositary shares will be d istributed proportionately among those holders who exercised t heir
over-subscription privilege based on the number of depositary shares each holder subscribed for pursuant to their over-subscription privilege.
Any excess payments received by the subscription agent will be returned, without interest, as soon as practicable.

         In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your
over-subscription privilege prior to the expirat ion of this rights offering. Because we will not know the total nu mber of unsubscribed
depositary shares prior to the expiration of this rights offering, if you wish to maximize the number of depositary shares you purchase pursuant
to your over-subscription privilege, you will need to deliver pay ment in an amount equal to the aggregate rights price for the maximu m nu mber
of depositary shares available to you, assuming that no holders other than you and the Backstop Parties (who have agreed, subjec t to certain
exceptions, to exercise their basic subscription privileges in full) have purchased any depositary shares pursuant to their basic subscription
privileges or over-subscription privileges.

          We can provide no assurance that you will actually be entitled to purchase the number of depositary shares you subscribe for pu rsuant
to your over-subscription privilege at the exp iration of this rights offering. We will not be able to satisfy your exercise of the over-subscription
privilege if all holders exercise their basic subscription privileges in full, and we will only honor an over-subscription privilege to the extent
sufficient depositary shares are available following the exercise of subscription rights under the basic subscription privileges.

             To the extent that the aggregate rights price of the maximu m nu mber of unsubscribed depositary shares available to yo u pursuant
              to your over-subscription privilege is less than the amount you actually paid in connection with the exercise of your
              over-subscription privilege, you will be allocated only the number of unsubscribed depositary shares available to you, and any
              excess payments received by the subscription agent will be returned, without interest, as soon as practicable.

             To the extent the amount you actually paid in connection with the exercise of your over-subscription privilege is less than the
              aggregate rights price of the maximu m nu mber o f unsubscribed depositary shares available to you pursuant to your
              over-subscription privilege, you will be allocated the number of unsubscribed depositary shares for which you actually paid in
              connection with the exercise of your over-subscription privilege.

         We will deliver certificates representing depositary shares or (if you are a beneficial o wner of shares of our common stock that are
registered in the name o f a bro ker, dealer, custodian bank or other nominee) credit your account at your record holder with d epositary shares
purchased with the over-subscription privilege as soon as practicable after the expiration of this rights offering. Any excess subscription
payments received by the subscription agent will be returned, without interest, as soon as practicable.

         We will not offer or sell in connection with this rights offering any depositary shares that are not subscribed for pursuant to the basic
subscription privileges or the over-subscription privileges. The Backstop Parties, however, have agreed to backstop the offering as described
under ―—Rights Offering Letter Agreement—Basic Co mmit ment and Backstop Commit ment.‖


                                                                         58
Rights Offering Letter Agreement

         In addition to setting forth the terms of this rights offering and the LLC’s concurrent private placement, the Rights Offering Let ter
Agreement also includes certain other agreements and commit ments as described below. The Rights Offering Letter Agreement, as amended,
is an exhib it to the registration statement of which this prospectus is a part.

         Requirement to Effect Rights Offeri ng

         Under the Rights Offering Letter Agreement, we must use our commercially reasonable best efforts to cause the registration statement
of which this prospectus is a part to be declared effective on or before January 24, 2011, and to remain effect ive for a five -week offering period
without interruption.

         Basic Commitment and Backstop Commitment

 Subject to the terms and conditions set forth in the Rights Offering Letter Agreement, as amended, the Backstop Parties have agreed to (i)
participate in this rights offering and the LLC’s concurrent private placement for their fu ll basic subscription privilege and full LLC basic
purchase privilege (which we refer to as the ―Basic Co mmit ment‖) and (ii) purchase immed iately prior to exp irat ion of this rights offering and
the LLC’s concurrent private placement (x) all of the availab le depositary shares not otherwise sold in this rights offering fo llo win g the
exercise of all other holders’ basic subscription privileges and over-subscription privileges and (y) all of the available preferred membership
interests in the LLC not otherwise sold in the LLC’s concurrent private placement following the exercise of all LLC basic purchase privileges
and LLC addit ional purchase privileges of all other holders of membership interests in the LLC (other than Bio Fuel Energy Cor p.) (which we
refer to as the ―Backstop Commit ment‖).

 The price per depositary share or preferred membership interest paid by the Backstop Parties pursuant to the Backstop Commi tment will be
equal to $0.56 (and therefore will be equal to the price paid by the other holders in this rights offering and in the LLC’s concurrent private
placement).

        The Backstop Parties may exercise their over-subscription privileges in this rights offering and LLC additional purchase privileges in
the LLC’s concurrent private placement.

        Any depositary shares purchased by the Backstop Parties pursuant to the Basic Co mmit ment or the Backstop Co mmit ment will be
purchased directly fro m us on a private basis and are not being registered pursuant to the registration statement of which th is prospectus is a
part.

         Reduction by Backstop Parties

 Notwithstanding the foregoing, the Rights Offering Letter Agreement provides that the Backstop Parties may (i) reduce the number of
depositary shares that they would otherwise be obligated to purchase pursuant to the Basic Co mmit ment or Backstop Commit ment or (ii) cause
us to reduce the aggregate number of depositary shares offered in this rights offering, in the event that the Backstop Partie s determine, in their
sole discretion, that the consummation of this rights offering, the Basic Co mmit ment or the Backstop Co mmit ment would result in adverse tax,
legal or regulatory consequences to us or any of the Backstop Parties. We expect that any such reduction would reduce the proceeds available
to us from this rights offering.


                                                                         59
          In the event that the Backstop Parties cause us to reduce the aggregate number of depositary shares offered in this rights offerin g or
reduce the number of depositary shares that they would otherwise be obligated to purchase pu rsuant to the Basic Co mmit ment or Backstop
Co mmit ment, this rights offering would p roceed with us and the Backstop Parties using commercially reasonable best efforts to structure and
consummate an alternative transaction to take the place of the issuance o f the depositary shares not purchased in this rights offering or pursuant
to the Basic Co mmit ment or Backstop Commit ment. The alternative transaction would be structured so as to preserve the economic benefits to
the parties to the Rights Offering Letter Agreement as if this rights offering had been consummated in fu ll without giving effect to such
reduction (provided that no Backstop Party shall be obligated to fund an amount in excess of the amount represented by its Ba ckstop
Co mmit ment). Nevertheless, it is not certain that we would be ab le to consummate an alternative transaction to raise additional proceeds. If
we cannot consummate such an alternative transaction follo wing a reduction of this rights offering, we may not have sufficien t funds available
to make the Cargill Cash Payment, repay the Subordinated Debt or, ultimately, repay the Bridge Loan at maturity. See ―Risk Factors—Risks
Related to Our Business and Industry—The pending maturity of our Bridge Loan, unless extended, raises substantial do ubt about our ability to
continue as a going concern.‖ In the event that the size of this rights offering is reduced, we will nonetheless apply whatever proceeds are
raised by this rights offering, the LLC’s concurrent private placement and the Backstop Co mmit ment in accordance with, and in the order
specified by, ―Use of Proceeds.‖

          In addition, one or more of the Backstop Parties may elect either (i) to exercise their respective Backstop Co mmit ments with respect to
all or a port ion of the availab le depositary shares not otherwise sold in this rights offering fo llo wing the exercise of all other holders’ basic
subscription privileges and over-subscription privileges by purchasing a new class of class B preferred membership interests in the LLC
(instead of purchasing such available depositary shares) in the event that such Backstop Parties determine, in their sole discretio n, that the
purchase of such available depositary shares would result in adverse tax, legal or regulatory consequences to us or such Backstop Parties,
which we refer to as a ―LLC Backstop Reallocation,‖ or (ii) to not e xercise their respective Backstop Commit ments with respect to all o r a
portion of the available depositary shares not otherwise sold in this rights offering following the exercise of all other holders’ b asic subscription
privileges and over-subscription privileges in the event that such Backstop Parties determine, in their sole discretion, that the purchase of such
available depositary shares would result in adverse tax, legal or regulatory consequences to us or such Backstop Parties. Any election
contemplated by clause (ii) of the prior sentence would reduce the proceeds of this rights offering.

         In the event of a LLC Backstop Reallocation, the LLC will issue such class B preferred membership interests to the applicable
Backstop Parties (in equal nu mber to the number of available depositary shares not purchased because of such LLC Backstop Rea llocation) in
exchange for payment of $0.56 for each class B preferred membership interest purchased. The class B preferred membership interests, if
issued, would have the same terms as the preferred membership interests (including as to conversion, distribution, liquidation and other rights),
except that, upon conversion of such class B preferred membership interests, holders of such class B preferred membership int erests would
receive membership interests in the LLC that would not be exchangeable (together with the corresponding shares of our class B common stock)
for shares of our common stock.

         Backstop Parties’ Ownership

          The Backstop Parties or their affiliates own a significant number of shares of our common stock and class B common stock. David
Einhorn is the principal of the Greenlight Part ies and is a member of our board of directors. The Greenlight Parties are affiliates of Greenlight
Capital, Inc., which, as of November 12, 2010, o wned 7,542,104 shares of common stock and 4,311,396 shares of class B common stock,
which together represented 36.4% of our outstanding total voting stock (composed of our common stock and class B co mmon stock) on that
date. Third Point is an affiliate of Th ird Point Funds, which as of November 12, 2010, owned 5,578,800 shares of common stock, which
represented 17.1% of our outstanding total voting stock on that date. Collectively, the Backstop Parties owned 53.5% of our ou tstanding total
voting stock on that date.


                                                                         60
         If the Backstop Co mmit ment is exercised, we expect that the Backstop Parties ’ and their affiliates’ aggregate proportional ownership
of our outstanding equity will increase as a result of, and in proportion to, the performance by the Ba ckstop Parties of their Backstop
Co mmit ment.

          As a result of their substantial equity interest in us, the Backstop Parties have and will continue to have considerable influence over
our corporate affairs and actions, including those submitted to a stockho lder vote. In addition, this rights offering may result in the Backstop
Parties obtaining a much greater degree of control o f our co mpany, wh ich could make some transactions more difficult or impo s sible without
the support of the Backstop Parties. The interests of the Backstop Parties may not always coincide with our interests as a company or the
interests of our other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that you would not
approve or make decisions with which you may disagree.

         Conditions to Backstop Parties’ Obligations

         The Backstop Parties’ obligations to purchase any depositary shares pursuant to the Basic Co mmit ment or the Backstop Co mmitment
are subject to various conditions, including the following (unless waived by the Backstop Parties): (i) we must be in co mpliance with our
obligations under the Bridge Loan Agreement and the other transaction documents relating thereto in all material respects; (ii) t here must not
have occurred any material adverse change, or any development involving a prospective material adverse change, in our condition, financial or
otherwise, or in our earnings, business, operations or properties; (iii) there must not have occurred any material d isruption or material adverse
change in the financial, banking or capital markets that, in the commercially reasonable ju dgment of the Backstop Parties, would have a
material adverse impact on the success of this rights offering; (iv) the Cargill Letter must be in fu ll force and effect; (v) executive management
waiver agreements (under which certain members of our management team agree to waive any change of control benefits that they may have
under their employ ment arrangements as a result of this rights offering) must be in fu ll force and effect; (vi) all required approvals and consents
shall have been obtained and no actions, suits or proceedings shall be pending or threatened that challenge the Rights Offering Letter
Agreement, the Bridge Loan Agreement, the Cargill Letter or any related agreement; (vii) the Backstop Parties must be reasonably satisfied
with the certificate of designations setting forth the rights and preferences of the Series A Non -Vot ing Convertib le Preferred St ock as
determined by the Greenlight Parties in their reasonable discretion; and (viii) we must not have entered into any letter of intent, memo randum
of understanding, agreement in princip le or other agreement relat ing to any competing plan, proposal, offer or transaction with a third party
other than the Greenlight Parties materially inconsistent with the Rights Offering Letter Agreement.

         Substitute Transaction

         The provisions of the Rights Offering Letter Agreement permit us to solicit, participate in, init iate or facilitate discussio ns or
negotiations with, or prov ide any informat ion to, any person or group of persons concerning any alternative equity financing or other
transaction that would result in the (a) repayment in full of all amounts outstanding under the Bridge Loan Agreement, (b) re payment in full of
all amounts under the Subordinated Debt Agreement and (c) satisfaction of all obligat ions under the Cargill Letter (wh ich we refer to as a
―Substitute Transaction‖). If, as a result of such activities, our board of directors (excluding any board member that is an affiliate of the
Greenlight Part ies) determines in good faith after consultation with outside legal counsel and independent financial advisors that (i) we have the
opportunity to enter into a Substitute Transaction that will be consummated within a t imeframe that is not materially longer than the anticipated
timeframe for this rights offering and the LLC’s concurrent private placement but in no event later than February 1, 2011, and (ii) such
Substitute Transaction is more favorable to the holders of our common stock (excluding benefits arising to the Backstop Parties by virtue of the
Backstop Co mmit ment) than this rights offering and the LLC’s concurrent private placement (taking into account all the terms and conditions
of such Substitute Transaction that the board deems relevant including, without limitation, any break-up fee provisions, expense reimbursement
provisions, conditions to closing and availability of necessary financing) and is reasonably likely to be consummated prior t o February 1, 2011,
then we shall deliver three business days ’ prior notice to the Green light Parties of our intention to enter into such Substitute Transaction,
together with reasonable details concerning the terms and conditions of such Substitute Transaction. After such three business day period, (x)
the board would be permitted to approve the Substitute Transaction, (y) we would be permitted to enter into such Substitute Transaction and (z)
we would be permitted to terminate the Rights Offering Letter Agreement, so long as in each case (A) the Substitute Transaction continues to
meet the requirements described in clause (ii) above and (B) upon execution of definitive docu mentation relating to a Substitute Transaction,
we pay to the Backstop Parties an aggregate break-up fee (to be allocated among the Backstop Parties in accordance with their relative
Backstop Co mmit ments) in cash equal to $350,000. We will also be required to repay all amounts owed under the Bridge Loan Agreement
and the Subordinated Debt Agreement and satisfy all of our obligations under the Cargill Letter on or before the earlier of Feb ruary 1, 2011 and
the closing date of such Substitute Transaction.


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         Termination

 The obligations of the Backstop Parties under the Rights Offering Letter Agreement are subject to termination immediately, u pon the election
of the Greenlight Part ies, at any time prior to the consummation of this rights offering upon the occurrence of any of the fo llowing: (i) the
termination of the Bridge Loan Agreement; (ii) us entering into a definitive agreement with respect to a Substitute Transaction; (iii) the
Greenlight Part ies, in their reasonable judgment, determining that the conditions to the Backstop Parties ’ obligations are incapable of being
satisfied by January 24, 2011; (iv) there having occurred any material adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or properties of us and ou r subsidiaries, taken
as a whole; (v) the breach of any covenant or other provision of the Rights Offering Letter Agreement by us that has occurred and cannot be
cured or satisfied with the passage of time or, if capable of being cured or satisfied, cannot be cured or satisfied prior to March 24, 2011; (v i)
our common stock no longer being listed on a national securities exchange; or (v ii) our adoption of any plan of merger, conso lidation,
reorganizat ion, liquidation or d issolution or filing of a petition in bankruptcy.

          Additionally, the Rights Offering Letter Agreement provides that the obligations of the parties to the Rights Offering Letter
Agreement may be terminated by either the Greenlight Part ies or us upon the occurrence of (a) another party ’s material breach of any of the
representations, warranties or covenants where such breach remains uncured for a period of five days after receipt of notice o f such breach or
(b) the issuance by any governmental authority of any ruling or order enjoin ing the consummation of a material portion of the rights offering or
any related transactions. As described under ―—Substitute Transaction,‖ we also have the ability to terminate the Rights Offering Letter
Agreement in certain circu mstances in connection with a Substitute Transaction.

         Fees and Expenses Paid or Payable to the Backstop Parties

          On September 24, 2010, we paid the Backstop Parties $743,795 in consideration of the Backstop Commit ment and a fee of $776,82 5
in consideration of the funding of the Bridge Loan. If the aggregate amount of this rights offering plus the LLC’s concurrent private placement
is greater than $40,000,000, an addit ional fee o f 4% of the excess will be payable to the Backstop Parties as additional cons ideration for the
Backstop Co mmit ment (excluding for ca lculation purposes any additional depositary shares or preferred membership interests purchased by the
Backstop Parties pursuant to their Basic Co mmit ment or their over-subscription privileges or LLC additional purchase privileges). No portion
of the Backstop Co mmit ment fee p reviously paid to the Backstop Parties is refundable, even if the Backstop Parties elect to red uce the n umber
of depositary shares that they would otherwise be obligated to purchase pursuant to the Basic Co mmit ment or Backstop Co mmitme nt or cause
us to reduce the aggregate number of depositary shares offered in this rights offering as described under ―—Reduction by Backstop Parties ‖ or
we enter into a Substitute Transaction.


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          As described under ―—Substitute Transaction,‖ if we sign a definit ive agreement relat ing to a Substitute Transaction, we will also be
required to pay the Backstop Parties a break-up fee equal to $350,000. In addit ion, we have agreed to pay the reasonable fees and expenses of
the Backstop Parties incurred in connection with the Rights Offering Letter Agreement and the transactions contemplated hereb y, including this
rights offering (includ ing the reasonable fees and expenses of legal counsel to the Backstop Parties).

         Indemnification

          Under the Rights Offering Letter Agreement, we have agreed to indemn ify and hold harmless the Backstop Parties and their
stockholders, officers, directors, emp loyees, affiliates, advisors, agents, attorneys, accountants and consultants fro m and a gainst any and all
losses resulting fro m o r arising out of the Rights Offering Letter Agreement, this rights offering, the Backstop Commit ment o r any related
transaction (but the indemnity will not apply to any indemnified person to the extent any losses it has incu rred resulted from the bad faith,
willfu l misconduct or gross negligence of such indemnified person).

         Stockholder Approval

         Pursuant to and in accordance with the Rights Offering Letter Agreement, we will use our commercially reasonable best efforts to
obtain stockholder approval of the authorization of all shares of common stock issuable upon conversion of all shares of Series A Non-Voting
Convertible Preferred Stock. To that end, on November 15, 2010 we filed a pro xy statement with the Securities and Exchange Co mmission in
connection with a stockholder meeting to be called for such purpose, and we must use our best efforts to obtain such approval by January 24,
2011.

         Unless and until the requisite stockholder approval is obtained, no shares of Series A Non -Voting Convertible Preferred Stock will
convert into shares of common stock (and therefore no shares of common stock wil l be available for d istribution by the depositary to the
holders of the depositary shares). We intend to seek the requisite stockholder approval as soon as practicable.

Shares Outstanding Before and After this Rights Offering

         25,465,728 shares of our co mmon stock and 7,111,985 shares of our class B co mmon stock were outstanding as of November 12,
2010.

          Immediately fo llo wing the consummat ion of this rights offering and the LLC’s concurrent private placement, assuming that neither
the size of this rights offering nor the size of the Basic Co mmit ment or Backstop Co mmit ment is reduced by the Backstop Parties, assuming
that there is no LLC Backstop Reallocation and before giving effect to the Carg ill Stock Pay ment, we expect that        depositary shares will
be issued in this rights offering representing an aggregate of 2,000,000 shares of Series A Non -Vot ing Convertible Preferred St ock.

          Following the consummation of this rights offering and the LLC’s concurrent private placement and upon the convers ion of all shares
of Series A Non-Voting Convertible Preferred Stock into shares of common stock, assuming that neither the size of this rights offering nor th e
size of the Basic Co mmit ment or Backstop Commit ment is reduced by the Backstop Parties, assumin g that there is no LLC Backstop
Reallocation (as defined belo w) and before g iving effect to the Cargill Stock Pay ment, we expect that    addit ional shares of common
stock will be issued in connection with the conversion of all 2,000,000 shares of Series A Non-Voting Convertible Preferred Stock (resulting in
there being             total shares of common stock outstanding).


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Preferred Membership Interests in the LLC Outs tandi ng After Completi on of this Rights Offering and the LLC’s Concurrent Pri vate
Placement

          Immediately fo llo wing the consummat ion of this rights offering and the LLC’s concurrent private placement, assuming that neither
the size of this rights offering nor the size of the Basic Co mmit ment or Backstop Co mmit ment is reduced by the Backstop Parti es, assuming
that there is no LLC Backstop Reallocation and before giving effect to the Carg ill Stock Pay ment, we expect that        p referred membership
interests will be issued, with      being issued to BioFuel Energy Corp. and        being issued to the holders of membership interests in the
LLC (other than BioFuel Energy Corp.).

         Following the consummation of this rights offering and the LLC’s concurrent private placement and upon the conversion of all
preferred membership interests into common membership interests, assuming that neither the size of this rights offering nor t he size of the
Basic Co mmit ment or Backstop Commit ment is reduced by the Backstop Parties, assuming that there is no LLC Backstop Reallocation and
before giving effect to the Cargill Stock Pay ment, we expect that         addit ional co mmon membership interests will be issued and
that     additional shares of class B co mmon stock will be issued to the holders of membership interests in the LLC (other than BioFue l
Energy Corp.) (resulting in there being             total shares of class B common stock outstanding).

Listing

          Shares of our common stock are currently listed on The Nasdaq Global Market under the symbol ―BIOF.‖

          Neither the subscription rights nor the depositary shares will be listed for trading on any stock exchange.

Registration Rights

          In connection with our in itial public offering, we entered into a registration rights agreement pursuant to which we may be requir ed to
register the sale of shares of our common stock held by the Backstop Parties and our other historical equity investors (or to be acquired by such
investors upon exchange of their membership interests in the LLC for shares of our common stock) and certain of their transfe rees. Under the
registration rights agreement, under certain circu mstances and subject to certain restriction s, our historical equity investors have the right to
request us to register the sale of their shares and may require us to make available shelf registration statements permitt ing sales of shares into
the market fro m t ime to time over an extended period.

          In connection with this rights offering, we will amend and restate the existing registration rights agreement to provide that we may,
under certain circu mstances and subject to certain restrictions, also be required to register the sale of shares of our co mmon stock that are
issued to (i) the Backstop Parties and our other historical equity investors in respect of any depositary shares that they ac quire in this rights
offering (or the Backstop Parties acquire upon exercise of their Backstop Commit ment) following conversion of the Series A Non-Voting
Convertible Preferred Stock, (ii) the Backstop Parties and our other historical equity investors in respect of any membership interests in the
LLC that are issued to them fo llo wing conversion of any preferred membership interests in the LLC that they acquire in the LLC’s concurrent
private placement (or the Backstop Parties acquire upon exercise of their Backstop Commit ment) and (iii) the Backstop Parties in respect of the
warrants that may be issued to them in the event that the Bridge Loan is not paid in fu ll on or prior to March 24, 2011.

Expiration Date and Amendments

          The subscription period during which you may exercise your subscription rights exp ires at 5:00 p.m., New York City time,
on            , which is the expiration date of this rights offering. If you do not exercise your subscription rights prior to that time, your
subscription rights will expire and will no longer be exercisable and will be of no value. We will not be required to issue depositary shares to
you if the subscription agent receives your rights certificate or your subscription payment after that time, regard less of wh en the rights
certificate and subscription payment were sent. If you are a beneficial owner of shares of common stock that are reg istered in the name of a
broker, dealer, custodian bank or other nominee, your subscription rights will not be considered exercised unless the subscription agent receives
fro m your bro ker, dealer, custodian bank or other nominee all of the required documents and your full subscription payment prior to 5:00 p.m.,
New York City time, on the expiration date.


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         Subject to the terms of the Rights Offering Letter Agreement and the consent of the Backstop Parties, our board of directors may
determine to extend the subscription period, and thereby postpone the expiration date. Any extension of this rights offering will be fo llo wed as
promptly as practicable by announcement thereof, and in no event later than 9:00 a.m., New York City time, on the next business day following
the previously scheduled expirat ion date. Without limiting the manner in wh ich we may choose to make such announcement, we will not,
unless otherwise required by law, have any obligation to publish, advertise or otherwise co mmunicate any such announcement ot her than by
issuing a press release or such other means of announcement as we deem appropriat e.

        Subject to the terms of the Rights Offering Letter Agreement and the consent of the Backstop Parties, we reserve the right to amend or
modify any other terms of this rights offering.

Termination

          This rights offering and the LLC’s concurrent private placement may only be terminated with the consent of the Backstop Parties or
after termination of the Rights Offering Letter Agreement. See ―—Rights Offering Letter Agreement—Termination.‖ If we terminate this
rights offering, all subscription rights will expire without value and the only obligation that we and the subscription agent will h ave with
respect to subscription rights that have been exercised will be to return any subscription payments the subscription agent has received, without
interest, as soon as practicable.

Transferability of Subscri pti on Rights

         The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights
to anyone. The subscription rights will not be listed for trad ing on The Nasdaq Global Market or on any stock exchange or market. The
subsequent transfer after the record date of shares of common stock for which subscription rights were granted will not have any effect on the
selling holder’s subscription privileges in respect of any such subscription rights.

Reasons for this Rights Offering

         We are conducting this rights offering to raise capital that we will use, together with the proceeds of the LLC’s concurrent private
placement and the Backstop Commit ment, to pay off the Bridge Loan, pay off all indebtedness under the Subordinated Debt Agreement, make
the Cargill Cash Payment and to pay certain fees and expenses of this rights offering and the LLC’s concurrent private placement.

         In September 2010, $17.9 million of outstanding working capital loans under our Senior Debt Facility were scheduled to become due
and it was not clear in advance of that time that we wou ld have sufficient liquid ity to both repay these loans when due and t o maintain our
operations. If we had been unable to repay the working capital loans at maturity, it would have resulted in an event of default u nder our Senior
Debt Facility and a cross-default under our Subordinated Debt Agreement, and would have allowed the lenders to accelerate repayment of
amounts outstanding. In that event, the Co mpany may have had to seek relief fro m its creditors under Chapter 11 of the U.S. Bankruptcy Code.

          In order to avoid such an event, during the late spring and summer of 201 0 we evaluated various alternatives and attempted to engage
in discussions with our lenders under our Senior Debt Facility and representatives for them seeking a one -year extension of the working capital
loans, which by the terms of the Senior Debt Facility would have required the consent of lenders holding two -thirds of the outstanding loans or,
failing that, a forbearance or other form of amend ment to the Senior Debt Facility. In early September 2010, when it became a p parent that these
discussions with the lenders under our Senior Debt Facility were not likely to reach a timely conclusion on terms acceptable to the Co mpany,
our board of directors commenced explorative d iscussions with the Greenlight Part ies to have the Greenlight Part ies lend the Company funds
on a short-term basis in order to pay off the working capital loans at maturity. In connection with those discussions, the parties discussed
having the Company raise equity capital pro mptly in order to repay any such short -term loan. The Greenlight Parties and the Company also
discussed whether the Green light Parties would, if requested by the Co mpany, be willing to consider "backstopping" any propos ed equity
capital transaction. The parties also engaged in discussions with Cargill regard ing the modification and repayment of amounts owed by the
Co mpany to Carg ill under the terms of the agreement dated January 14,2009 by and between the Co mpany and Cargill (wh ich we re fer to as
the "Settlement Agreement").


                                                                        65
          Because David Einhorn, who is the principal of the Green light Parties, is a member of our board of directors , our board of
directors established an independent committee consisting only of independent members of the board in order to assess the fairness of any
such transaction. The independent committee engaged separate legal counsel and engaged Piper Jaffray & Co. as the independent financial
advisor to the committee. The independent committee met a nu mber of times in Septemb er of 2010 and, on September 17, p roposed to the
Greenlight Part ies a transaction structure consisting of a short-term bridge loan to the Co mpany (to be used to pay off the working capital
loans) follo wed by a rights offering, backstopped by the Green light Part ies, to raise capital to repay the bridge loan. Over the course of the next
week, the independent committee and the Greenlight Parties negotiated the terms of such a transaction. Toward the end of that week, the
Greenlight Part ies and the Company inquired as to whether Third Point would be interested in participating alongside the Greenlight Part ies,
and Third Point thereafter jo ined the negotiations. On September 24, 2010, the co mmittee reco mmended to the board and, on that date, the
board of directors approved the Rights Offering Letter Agreement, the Bridge Loan Agreement and the Voting Agreements. David
Einhorn was not involved in any of the deliberat ions or negotiations of the independent committee or the board in connection with the Bridge
Loan Agreement, the Rights Offering Letter Agreement (or amendment thereto) or the Vot ing Agreements (or amend ments thereto). The terms
of the Rights Offering Letter Agreement, wh ich govern the terms of this rights offering and the LLC’s concurrent private placement, the Bridge
Loan Agreement and the Voting Agreements were determined after arm’s-length negotiations between the independent commit tee and the
Backstop Parties.

          The proceeds of the Bridge Loan were used to pay off the outstanding working capital loans and to pay certain related fees and
expenses. The Rights Offering Letter Agreement was entered into in connection with the Bridge Loan Agreement because it provided a mean s
for us to raise equity capital in this rights offering, the LLC’s concurrent private placement and the Backstop Commit ment to repay the Bridge
Loan at or prior to maturity. W ithout this means of repayment, the Backstop Parties may not have provided the Bridge Loan an d, as a result,
we may not have been able to pay off the working capital loans at maturity.

          In negotiating and recommending to the board of directors the terms of this rights offering, the independent committee consid ered a
number of factors, includ ing, but not limited to, the price at which we believe our stockhold ers might be willing to participate in this rights
offering, our need for liquidity and additional capital, the fact that no alternative transaction was imminent, the fact that all of o ur stockholders
are entitled to participate in this rights offering on a pro rata basis and the fact that holders of subscription rights will have an over-subscription
privilege. Prior to concluding that the Rights Offering Letter Agreement and this rights offering were in our best interest, the indepen dent
committee also considered the likelihood of obtaining an extension or a forbearance of the working capital loans on acceptable terms, the
likelihood of existing stockholders realizing value in the Co mpany in the event of a Chapter 11 filing, and the fact that, pu rsuant to the agreed
terms of the Rights Offering Letter Agreement, we have the ability to solicit and, in certain circu mstances, consummate a Sub stitute
Transaction (see ―—Rights Offer Letter Agreement—Substitute Transaction‖). The independent committee received financial advice fro m
Piper Jaffray & Co., the independent financial advisor to the committee, and was advised by independent legal counsel. In advising the
independent committee, Piper Jaffray : p rovided advice concerning the financial aspects, and capital market imp lications, of the Bridge Loan,
this rights offering and potential alternative transactions; participated in telephonic meetings with the co mmittee; and reviewed precedent
transactions and provided summary co mparisons of those precedent transact ions to the committee. Piper Jaffray is also advising the
independent committee in connection with its review of any potential Substitute Transactions that may arise.

          In structuring the terms of this rights offering, the independent committee and the Ba ckstop Parties established the formu la used to
calculate the rights price at an amount substantially belo w the market price of our co mmon stock at the time of determination in order to
increase the attractiveness of participating in th is rights offering fo r our stockholders. In addition, this rights offering was structured as a rights
offering for depositary shares representing fractional interests in Series A Non -Voting Convertible Preferred Stock because of the likelihood
that we would not have sufficient authorized but unissued shares of common stock to structure this rights offering as a rights offering for new
shares of common stock. We also agreed and acknowledged that we would seek stockholder approval of a proposal to amend o ur amended and
restated certificate of incorporation in order to facilitate the conversion of all shares of Series A Non -Vot ing Convertib le Preferred Stock into
shares of common stock.

Method of Exercising Subscripti on Rights

            Rights are evidenced by rights certificates, wh ich will either be physical cert ificates or electronic certificates issued through the
facilit ies of DTC. Except as described below under ―Foreign Stockho lders,‖ the rights certificates will be delivered to record date stockholders
or, if a stockholder’s common stock is registered in the name of a broker, dealer, custodian bank or other nominee, on his, her o r its behalf, to
such broker, dealer, custodian bank or other nominee. The exercise of subscription rights is irrevocable and may not be cancelled or modified.

         Record Holders

          Subscription rights may be exercised by registered holders of shares of our common stock by comp leting and signing the rights
certificate and delivering the comp leted and duly executed rights certificate, together with any required signature guarantees and the full
subscription payment, to the subscription agent at the address set forth below under ―—Subscription Agent.‖ Co mpleted rights certificates and
related payments must be received by the subscription agent prior to 5:00 p.m., New Yo rk City time, on the exp iration date of t his rights
offering.
         Beneficial Owners

         If you are a beneficial o wner of shares of our co mmon stock that are registered in the name of a bro ker, dealer, custodian bank or other
nominee and you wish to exercise your subscription rights, you should instruct your broker, dealer, custodian bank or other n ominee to exercise
your subscription rights and deliver all documents and payment on your behalf prior to 5:00 p.m., New York City time, on the exp irat ion
date. We will ask your record holder to notify you of this rights offering. You should complete and return to your record holder th e
appropriate subscription documentation you receive fro m your record holder. Your subscription rights will not be considered exercised unless
the subscription agent receives from your broker, dealer, custodian bank or other nominee all of the required documents and y our full
subscription payment prior to 5:00 p.m., New Yo rk City time, on the expiration date.

         Bro kers, dealers, custodian banks or other nominee holders of subscription rights will be required to certify to the subscrip tion agent,
before any basic subscription privilege or over-subscription privilege may be exercis ed with respect to any particular beneficial owner, as to the
aggregate number of depositary shares subscribed for pursuant to the basic subscription privilege and the number of depositar y shares
subscribed for pursuant to the over-subscription privilege by such beneficial owner.

Nominees

         No minees, such as brokers, dealers, custodian banks or other nominees, who hold shares of common stock for the account of oth ers
should notify the respective beneficial owners as soon as possible to ascertain the beneficial o wners’ intentions and to obtain instructions with
respect to the subscription rights. If the beneficial owner so instructs, the nominee should exercise the subscription rights on behalf of the
beneficial owner and deliver all docu ments and payment prior to 5:00 p.m., New Yo rk City time, on the exp irat ion date.


                                                                        66
         Whether you are a record holder or hold through a broker, dealer, custodian bank or other nominee, we will not be obligated to honor
your exercise of subscription rights if the subscription agent receives the documents relating to your exercise fro m you or f ro m your nominee,
as applicable, after the expiration of this rights offering, regardless of when you transmitted the documents.

Payment Method

         Payments must be made in full in U.S. currency by certified o r cashier’s check payable to BNY Mellon Shareholder Services, the
subscription agent, drawn upon a U.S. bank. Such pay ment will be deemed to have been received by the subscription agent immed iately upon
receipt.

         Payment received after the exp irat ion of this rights offering will not be honored, and the subscription agent will return you r payment
to you, without interest, as soon as practicable.

         Personal checks will not be accepted.

         You should read the instruction letters accompanying the rights certificate carefu lly and strictly follow them. DO NOT SEND
RIGHTS CERTIFICATES OR PA YM ENTS TO US. We will not consider your subscription received until the subscription agent has
received delivery of a properly co mpleted and duly executed rights certificate (delivered by you or your nominee) and payment of the full
subscription payment amount. The risk of delivery o f all documents and payments is borne by you or your nominee, not by the subscription
agent or us.

          The method of delivery of rights certificates and payment of the subscription payment amount to the subscription agent will b e at the
risk of the holders of subscription rights. If sent by mail, we reco mmend that you send those certificates and payments by overnight courier or
by registered mail, properly insured, with return receipt requested, and that a sufficient nu mber of days be allowed to ensure delivery to the
subscription agent. If you are a beneficial holder, you must act promptly to ensure that your broker, dealer, custodian bank or other nominee
acts for you and that all required forms and payments are actually received by the subscription agent prior to the exp iration of t his rights
offering. We are not responsible if your bro ker, dealer, custodian bank or other nominee fails to ensure that all required forms and pa yments
are actually received by the subscription agent prior to the expiration of this rights offering.

          Unless a rights certificate provides that the depositary shares are to be delivered to the record holder of such rights or su ch certificate
is submitted for the account of a bank or a bro ker, signatures on s uch rights certificate must be guaranteed by an ―eligib le guarantor
institution,‖ as such term is defined in Rule 17Ad-15 of the Exchange Act, subject to any standards and procedures adopted by the subscription
agent.

Missing or Incomplete Subscription Information

          If you do not indicate the number of subscription rights being exercised (either under your basic subscription privilege or y our
over-subscription privilege), or the subscription agent does not receive the full subscription payment for the nu mber of subscription rights that
you indicate are being exercised, then you will be deemed to have exercised the maximu m nu mber of subscription rights that ma y be exercised
with the aggregate subscription payment you delivered to the subscription agent. If the subscription agent does not apply your full subscription
payment to your purchase of depositary shares, any excess subscription payment received by the subscription agent will be ret u rned, without
interest, as soon as practicable.


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Vali dity of Subscriptions

         We will resolve in our sole discretion all questions regarding the validity and form of the exercise of your subscription rig hts,
including time of receipt and eligib ility to participate in this rights offering. Our determination will be final and binding. Once made,
subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We
reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be u nlawfu l. You
must resolve any irregularit ies in connection with your subscriptions before the subscription period expires, unless waived by us in our sole
discretion. Neither we nor the subscription agent will be under any duty to notify you or your representative of defects in your
subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate this rights offering, only when a
properly comp leted and duly executed rights certificate and any other required documents and the full subscription payment ha ve been received
by the subscription agent. Our interpretations of the terms and conditions of this rights offering will be final and binding.

Subscription Agent

          The subscription agent for this rights offering is BNY Mellon Shareo wner Services. If your shares of common stock are held in the
name of a broker, dealer, custodian bank or other nominee, then you should send your applicable subscription documents to your broker,
dealer, custodian bank or other nominee. If you are a record holder, then the address to which subscription documents, rights certificates and
subscription payments should be mailed or delivered is:

                                By Mail:                                                      By Hand or Overn ight Courier:

                  BNY Mellon Shareowner Serv ices                                          BNY Mellon Shareowner Serv ices
                   Attn: Corporate Actions Dept.                                           Attn: Corporate Actions, 27th Floor
                          P.O. Bo x 3301                                                          480 Washington Blvd
                   South Hackensack, NJ 07606                                                    Jersey City, NJ 07310

        If you deliver subscription documents, rights certificates or subscription payments in a manner d ifferent fro m that described in this
prospectus, we may not honor the exercise of your subscription rights.

Information Agent

         The informat ion agent for this rights offering is Okapi Partners LLC. You should direct any questions or requests for assistance
concerning the method of subscribing for depositary shares or for additional copies of this prospectus to the information age nt at the below
address:

                                                             Okap i Partners LLC
                                                       437 Mad ison Avenue, 28th Floor
                                                         New York, New Yo rk 10022
                                                  Banks and brokerage firms: (212) 297-0720
                                              Stockholders and all others, toll-free: (877) 869-0171
                                                       Email: info@okap ipartners.com

Rights holders may also contact their broker, dealer, custodian bank or other nominee for in formation with respect to this rights offering.


                                                                        68
Fees and Expenses

       We will pay all fees and expenses of the subscription agent and the informat ion agent. You are responsible for paying any other
commissions, fees, taxes or other expenses incurred in connection with the exercise of the subscription rights.

Escrow Arrangements; Return of Funds

          The subscription agent will hold funds received in pay ment for depositary shares in a segregated account pending completion o f this
rights offering. The subscription agent will hold this money in escrow until this rights offering is completed or is terminated. If this rights
offering is terminated for any reason, all subscription payments received by the subscription agent will be returned, without interest, as soon as
practicable.

Stockhol der Rights

          You will have no rights as a holder of the depositary shares you purchase in this rights offering, if any, until cert ificates representing
the depositary shares are issued to you or your account at your record holder is credited with the depositary shares purchase d in this rights
offering.

Foreign Stockhol ders

          We will not mail the rights certificates to record stockholders with addresses that are outside the United States or that hav e a military
post office or foreign post office address. The subscription agent will hold these rights certificates for their account. To exercise subscription
rights, our foreign stockholders must notify the subscription agent prior to 11:00 a.m., New York City time, at least three b usiness days prior to
the exp iration of th is rights offering and demonstrate to the satisfaction of the subscription agent that the exercise of such subscription rights
does not violate the laws of the jurisdiction of such stockholder.

No Revocation or Change

          Once you submit the rights certificate to exercise any subscription rights or, if you are a beneficial o wner of shares of common stock
that are registered in the name o f a bro ker, dealer, custodian bank or other nominee, your subscription rights are exercised on your behalf by
your nominee, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are
irrevocable, even if you subsequently learn informat ion about us that you consider to be unfavorable. You should not exercise your subscription
rights unless you are certain that you wish to purchase depositary shares.

Regulatory Li mitation

          We will not be required to issue to you depositary shares pursuant to this rights offering if, in our opinion, you are required to obtain
prior clearance or approval fro m any state or federal regulatory authorities to own or control such depositary shares and if, at the time this
rights offering exp ires, you have not obtained such clearance or approval.

Material U.S. Federal Income Tax Treatment of Rights Distribution

         You should not recognize inco me, gain or loss for U.S. federal income tax purposes in connection with the receipt or exercise of
subscription rights to purchase depositary shares in this offering. You are urged to consult your own tax advisor regarding the specific tax
consequences to you in connection with your participation in this right s offering. See ―Material U.S. Federal Income Tax Consequences.‖


                                                                          69
No Recommendation to Rights Hol ders

         Our board of d irectors is making no reco mmendation regarding your exercise of the subscription rights. You are urged to make your
decision based on your own assessment of our business and this rights offering. Please see ―Risk Factors‖ for a discussion of some of the risks
involved in investing in the depositary shares.


                                                                      70
                                                       Description of Capital Stock

 The following description is a summary o f the material terms o f our common stock, class B common stock, preferred stock, Series A
Non-Voting Convertible Preferred Stock, depositary shares, LLC membership interests, LLC preferred membership interests, certific ate of
incorporation and bylaws.

Authorized Capi tal

 Our authorized capital stock consists of 100 million shares of common stock, par value $0.01 per share, 50 million shares of class B co mmon
stock, par value $0.01 per share, and 5 million shares of preferred stock, par value $0.01 per share.

Common Stock

         Common Stock

 Holders of our co mmon stock are entitled to one vote for each share held of record on all matters on which stockholders gener ally are entitled
to vote. Holders of our co mmon stock and class B common stock vote together as a single class on all matters presented to our stockholders
for their vote or approval, except as otherwise required by applicable law.

 Holders of our co mmon stock are entitled to receive dividends when and if declared by our board of directors out of funds legally availab le
therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the pay ment of dividends
imposed by the terms of any outstanding preferred stock. We do not intend to pay cash dividends on our common stock for the foreseeable
future. Ho wever, to ensure that our public stockholders are treated fairly with the holders of membership interests in the LLC (other than
BioFuel Energy Corp.), it is intended that all distributions received fro m the LLC, other than distributions to cover tax obligatio ns and other
corporate expenses, will be dividended to holders of our common stock.

 In the event of our dissolution, liquidation or winding up, after payment in fu ll of all amounts required to be paid to creditors and to the
holders of preferred stock having liquidation preferences, if any, the holders of our co mmon stock will be entit le d to receive pro rata our
remain ing assets available for d istribution.

 The holders of our co mmon stock have no conversion, preemptive or other subscription rights. There are no redemption or sinking fund
provisions applicable to our co mmon stock.

         Class B Common Stock

 Holders of membership interests in the LLC (other than BioFuel Energy Corp.) also hold one share of class B co mmon stock for each
membership interest held. Shares of our class B co mmon stock entitle the holder to one v ote for each share held of record on all matters on
which stockholders generally are entit led to vote. If a holder of our class B co mmon stock exchanges any of its membership interests in the
LLC for shares of our co mmon stock, the shares of our class B co mmon stock held by such holder and attributable to the exchanged LLC
membership interests will automat ically be transferred to Bio Fuel Energy Corp. and be ret ired without further action.


                                                                         71
 Holders of our co mmon stock and class B co mmon stock vote together as a single class on all matters presented to our stockholders for their
vote or approval, except as otherwise required by applicable law.

 Holders of our class B co mmon stock do not have any right to receive dividends or to receive a d istribution upon a dissolution, liquidation or
winding up of BioFuel Energy Corp.

Preferred Stock

 Our board of directors has the authority, subject to any limitations imposed by law or Nasdaq rules, without further action by the stockholders,
to issue up to 5 million shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of each
series of such preferred stock. These rights, preferences and privileges include dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the d esignation of that series, any or
all of which may be greater than the rights of common stock. Upon consummation of this rights offering, our board of d irectors will designate
and issue 2 million shares of Series A Non-Vot ing Convertible Preferred Stock.

Series A Non-Voting Converti ble Preferred Stock

         The following description is a summary of the material terms of the certificate of designations for the Series A Non -Voting Convertible
Preferred Stock, par value $0.01 per share. A copy of the certificate of designations and the form of Series A Non-Voting Convertible
Preferred Stock stock certificate will be filed as exhibits to the registration statement of which this prospectus is a part.

         General

          Shares of the Series A Non-Voting Convertible Prefe rred Stock represent a single series of our authorized preferred stock. In t his
rights offering, we are offering depositary shares representing fractional interests in shares of the Series A Non -Vot ing Convertible Preferred
Stock. The depositary will be the sole holder of shares of the Series A Non-Voting Convertible Preferred Stock. The holders of depositary
shares will be required to exercise their proportional rights in the Series A Non -Voting Convertible Preferred Stock through the depositary as
described under ―—Description of the Depositary Shares.‖

           Twelve business days after the consummation of this rights offering, we expect to issue additional depositary shares to Cargill in order
to make the Cargill Stock Pay ment. The depositary shares to be issued to Cargill will be issued after the depositary shares that will be issued
upon expirat ion of this rights offering but will have the same rights and preferences as the depositary shares that will be issued upon expirat ion
of this rights offering. In order to issue the depositary shares that will make up the Cargill Stock Pay ment, we expect to designate and issue
and deposit with the depositary a number o f additional shares of Series A Non -Vot ing Convertible Preferred Stock that corresponds to the
aggregate fractional interests in shares of Series A Non-Voting Convertible Preferred Stock that the newly issued depositary shares
represent. In the event that an insufficient number of authorized shares of Series A Non -Vot ing Convertib le Preferred Stock are available for
such issuance and deposit with the depositary, we expect to establish an alternative method for satisfying the Carg ill Stock Payment that is
satisfactory to us, Carg ill and the Backstop Parties.


                                                                        72
         When issued against the consideration therefor, the Series A Non -Voting Convertible Preferred Stock and any shares of our common
stock issued upon the conversion of the Series A Non-Vot ing Convertib le Preferred Stock will be fully paid and non -assessable. The holders
of the Series A Non-Voting Convertible Preferred Stock will have no preemptive o r preferential right to purchase or subscribe for stock,
obligations, warrants or other securities of the Co mpany of any class.

       The Series A Non-Voting Convertible Preferred Stock is automat ically convertible, if certain conditions are met, into shares of
common stock as described below under ―—Automatic Conversion.‖

         Dividends and Other Distributions

         The holders of shares of Series A Non-Voting Convertible Preferred Stock will be entitled to receive div idends or distributions (as
applicable), when, as and if such dividends or distributions (as applicable) are paid to the holders of our common stock; pro vided that each
share of Series A Non-Voting Convertible Preferred Stock shall entit le the holder to receive any such dividends or distributions (as applicable)
in an amount equal to the aggregate dividends or distributions that would be entitled to be received by holders of a nu mber o f s hares of
common stock equal to the quotient obtained by dividing the total number of depositary shares actually purchased in this rights offering and
pursuant to the Backstop Co mmit ment by 2,000,000.

         We are only obligated to pay a dividend on the Series A Non -Voting Convertible Preferred Stock if our board of directors or an
authorized co mmittee of our board declares the dividend payable and we have assets that legally can be used to pay the divide nd.

         Automatic Conversion

          Each share of Series A Non-Voting Convertible Preferred Stock shall, following the requisite stockholder approval, automatically
convert into a number of shares of common stock equal to the quotient obtained by dividing the total number of depositary sha res actually
purchased in this rights offering and pursuant to the Backstop Commit ment by 2,000,000 (wh ich we refer to as the ―Conversion Rate‖). The
requisite stockholder approval means that approval by the holders of our common stock and class B co mmon st ock of the authorization and
issuance of all additional shares of common stock issuable (i) upon conversion of all shares of Series A Non -Voting Convertible Preferred
Stock at the Conversion Rate and (ii) upon the exchange on a one-for-one basis of all membership interests in the LLC that would be received
by the holders of membership interests in the LLC (other than BioFuel Energy Corp.) fo llo wing the conversion of all preferred membership
interests they receive in the LLC’s concurrent private placement for membership interests. To the extent necessary, the requisite stockholder
approval would also include the authorizat ion of all additional shares of class B co mmon stock issuable upon the conversion o f all preferred
membership interests received by the holders of membership interests in the LLC (other than BioFuel Energy Co rp.) in the LLC’s concurrent
private placement.

         Anti-dilution; Mergers

          The Conversion Rate shall be subject to certain customary anti-dilution adjustments in the event of any dividend or other distribution
payable in stock, stock split, reverse split, certain other recapitalizations or similar transactions or sales of common stoc k at a price below the
rights price occurring after the date of issuance of the Series A Non -Voting Convertible Preferred Stock. The Conversion Rate will not be
adjusted as a result of the Cargill Stock Pay ment.

        In addition, in the event of any consolidation, merger, co mb ination or other transaction in which our co mmon stock is exchang ed for
or changed into other stock or securities, cash or any other property, then in any such case the then outstanding shares of Series A Non -Voting
Convertible Preferred Stock shall at the same time be similarly exchanged or changed.


                                                                         73
         Redemption

         The Series A Non-Voting Convertible Preferred Stock will not be redeemab le.

         Liquidation Preference

          In the event of our voluntary or involuntary liquidation, dissolution or winding up, each share of Series A Non -Voting Convertible
Preferred Stock will be entitled to receive and to be paid out of our assets available fo r distribution to our stockholders, before any payment or
distribution is made to holders of co mmon stock or any other class of capital stock or series of preferred stock established after the original
issue date of the Series A Non-Vot ing Convertible Preferred Stock the terms of which do no t expressly provide that such class or series will
rank senior to or on a parity with the Series A Non-Voting Convertible Preferred Stock as to rights upon our liquidation, d issolution or winding
up, but after any distribution on any class of our capital s tock or series of preferred stock established after the issue date the terms of which
expressly provide that such class or series will rank senior to the Series A Non -Vot ing Convertib le Preferred Stock as to rights upon our
liquidation, d issolution or winding up, a liquidation preference in an amount equal to $0.56 mu ltip lied by the quotient obtained by dividing the
total number of depositary shares actually purchased in this rights offering and pursuant to the Backstop Co mmit ment by 2,000,000, plus
declared but unpaid dividends, if any. If, upon our voluntary or involuntary liquidation, winding up or dissolution, the amounts payable with
respect to the liquidation preference of the Series A Non-Voting Convertible Preferred Stock and any class of capital stock or series of
preferred stock established after the issue date, the terms of wh ich expressly provide that such class or series will ran k on a parity with the
Series A Non-Voting Convertible Preferred Stock as to rights upon our liquidation, d issolution or winding up (wh ich we refer t o collectively as
―parity stock‖) are not paid in full, the holders of the Series A Non-Vot ing Convertib le Preferred Stock and the parity stock will share equally
and ratably in any distribution of our assets in proportion to the full liquidation preference to which they are entitled. After payment of the full
amount of the liquidation preference to which they are entitled, the holders of the Series A Non -Vot ing Convertible Preferred Stock will have
no right or claim to any of our remaining assets in the event of our liquidation, dissolution or winding up.

          Neither the sale, conveyance or other transfer of all or substantially all of our assets or business (other than in connectio n with our
liquidation, d issolution or winding up), nor our merger or consolidation into or with any other person, will be deemed to be our voluntary or
involuntary liquidation, d issolution or winding up.

          The certificate of designations for the Series A Non-Vot ing Convertible Preferred Stock will not contain any provision requirin g funds
to be set aside to protect the liquidation preference of the Series A Non -Voting Convertible Preferred Stock even though it is substantially in
excess of the par value thereof.

         Voting Rights

        The Series A Non-Voting Convertible Preferred Stock will have no voting rights except as set forth below or as otherwise required by
Delaware law fro m t ime to time.

         We will not, without the approval of at least a majority of the shares of the Series A Non -Voting Convertible Preferred Stock then
outstanding (in the aggregate, voting together as a class):

             authorize or issue additional shares of Series A Non-Voting Convertible Preferred Stock of the same series (provided that no
              such approval shall be required in respect of any shares of Series A Non -Voting Convertible Preferred Stock to be authorized and
              issued in connection with the Carg ill Stock Pay ment);


                                                                         74
             authorize or issue any other series of preferred equity securities wh ich are senior or on parity with respect to liquidation or
              dividend payments to the Series A Non-Vot ing Convertib le Preferred Stock; or

             amend our cert ificate of incorporation and bylaws if the amend ment would adversely affect the rights, preferences or priv ileg es
              of the holders of the Series A Non-Vot ing Convertib le Preferred Stock.

         Listing

There will not be any trading market for the shares of the Series A Non -Vot ing Convertible Preferred Stock.

Descripti on of the Depositary Shares

          The following description is a summary of the material terms of the depositary shares. The deposit agreement will be filed as an
exhibit to the registration statement of which this prospectus is a part.

         General

          Each depositary share will represent a fractional interest in a share of Series A Non-Vot ing Convertib le Preferred Stock equal t o the
fraction determined by dividing 2,000,000 by the total number of depositary shares actually purchased in this rights offering an d pursuant to the
Backstop Co mmit ment and will init ially be evidenced by a global security, as defined in and described under ―—Book-entry, Settlement and
Clearance.‖ Subject to the terms of the deposit agreement, each depositary share will be entit led to all rights and preferences of the Se ries A
Non-Voting Convertible Preferred Stock, including rights upon conversion, in proportion to the fraction of a share of the Series A Non -Voting
Convertible Preferred Stock such depositary share represents.

         In this section, references to ―holders‖ of depositary shares mean those who have depositary shares registered in their o wn names on
the books maintained by the depositary and not indirect holders who will own beneficial interests in depositary shares regist ered in the street
name of, or issued in book-entry form through, DTC prior to the conversion of the Series A Non-Vot ing Convertible Preferred Stock. You
should review the special considerations that apply to indirect holders as described under ―—Book-entry, Settlement and Clearance.‖

         Dividends and Other Distributions

          The depositary will deliver any cash it receives in respect of dividends or other distributions on the Series A Non -Voting Convertible
Preferred Stock to the holders of the depositary shares in proportion to the number of outstanding depositary shares held by such holders, on the
date of receipt or as soon as practicable thereafter.

         Record dates for the payment of div idends on the depositary shares will be the same as the corresponding record dates for the payment
of dividends on the Series A Non-Voting Convertible Preferred Stock.

          If the depositary determines that any dividend or other distribution of property other than cash is subject to tax or other g overnmental
charge that the depositary is obligated by law to withhold, the depositary may dispos e of all or any portion of such property, at a public or
private sale, as the depositary deems necessary and practicable to pay such tax or charge, and the depositary will d istribute the net proceeds of
such sale or the balance of any such property, after deduction of such tax or charge, to holders of the depositary shares in proportion to the
number of outstanding depositary shares that they hold. If the depositary determines, however, that any distribution of cash or other property
to certain holders (but not all holders) is subject to withholding tax, the depositary will reduce the amount of such cash distribution to such
holders or use its best efforts to sell only the non-cash property distributable to such holders, as the case may be.


                                                                         75
         Conversion of Series A Non-Voting Convertible Preferred Stock

         Each share of Series A Non-Voting Convertible Preferred Stock shall, following the requisite stockholder approval, automatically
convert into a number of shares of common stock at the Conversion Rate. For a fu ll description of the terms and conditions on which the
Series A Non-Voting Convertible Preferred Stock is automat ically convertible, see ―—Description of the Series A Non-Vot ing Convertible
Preferred Stock.‖

          Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each depositary share shall entitle the holder thereof to
receive one share of common stock and, upon the distribution of one share of common stock to the holder of each such depositary share, each
such depositary share shall be automatically cancelled and have no further value. The depositary will d istribute the shares of common stock it
receives upon conversion of the Series A Non-Voting Convertible Preferred Stock to the holders of the depositary shares entitled to receive
such distribution in proportion to the number of outstanding depositary shares held by each such holder, on the date of receipt or as soon as
practicable thereafter. No fract ional shares of our common stock or securities representing fractional shares of our common stock will be
delivered to holders of depositary shares. Any fractional interest in a share of our co mmon stock resulting fro m the proportional distribution of
common stock following the conversion of any shares of Series A Non -Voting Convertible Preferred Stock will be paid in cash based on the
per share closing price (as defined in the following sentence) of our co mmon stock at the close of business on the trading day next preceding
the date of conversion. The ―per share closing price‖ of our co mmon stock on any date means the closing sale p rice per share (or if no closing
price is reported, the average of the closing bid and ask prices or, if mo re than one in either case, the average of the average clo sing bid and the
average closing ask prices) on such date as reported on The Nasdaq Global Market (or such other principal national securities exchange on
which our co mmon stock is then listed or authorized for quotation or, if not so listed or authorized for quotation, the avera ge of the midpoint of
the last bid and ask prices for our co mmon stock on the relevant date from each of at least three nationally recognized independent investment
banking firms selected by us for this purpose).

          The Conversion Rate shall be subject to certain customary anti-dilution adjustments in the event of any dividend or other distribution
payable in stock, stock split, reverse split, certain other recapitalizations or similar transactions or sales of common stoc k at a price below the
rights price occurring after the date of issuance of the Series A Non -Voting Convertible Preferred Stock. In the event that the Conversion Rate
of the Series A Non-Voting Convertible Preferred Stock is adjusted, the one-for-one effective conversion ratio of depositary shares for co mmon
stock shall be correspondingly adjusted. For examp le, if the Conversion Rate were to double as a result of a two -for-one stock split of our
common stock, holders of depositary shares would then be entitled to receive two shares of common stock (rather than one) for each depositary
share held.

         In the event of any consolidation, merger, co mb ination or other transaction in which our co mmon stock is exchanged for or changed
into other stock or securities, cash or any other property, then in any such case the then outstanding shares of Series A Non -Vot ing Convertible
Preferred Stock shall at the same time be similarly exchanged or changed, and the holders of the depositary shares shall then be entitled to
receive such other stock or securities, cash or any other property in exchange for their depositary shares.


                                                                         76
         Voting the Series A Non-Voting Convertible Preferred Stock

          When the depositary receives notice of any meeting at which the holders of the Series A Non -Voting Convertible Preferred Stock are
entitled to vote, the depositary will, as soon as practicable after receiving such notice, mail the information contained in the notice to the
holders of the depositary shares. Each holder of depositary shares on the record date, which will be the same date as the record date for the
voting of the Series A Non-Vot ing Convertible Preferred Stock, may instruct the depositary to v ote the amount of the Series A Non-Voting
Convertible Preferred Stock represented by such holder’s depositary shares. To the extent practicable, the depositary will vote the amount of
the Series A Non-Vot ing Convertible Preferred Stock represented by any depositary shares in accordance with the voting instructions it
receives (if any) fro m holders of such depositary shares. If any holder of depositary shares instructs the depositary to vote a fractional interest
of a share of the Series A Non-Voting Convertible Preferred Stock, the depositary will aggregate such interest with all other fractional interests
with the same voting instruction and will submit the number of whole votes resulting fro m such aggregation. We will take all reasonable
action that the depositary determines is necessary to enable the depositary to vote as instructed. If the depositary does not receive specific
instructions fro m the holders of any depositary shares representing the Series A Non -Vot ing Convertible Preferred Stock, it will not vote such
amount of Series A Non-Vot ing Convertib le Preferred Stock represented by such depositary shares.

         Withdrawal Rights

         The holders of depositary shares will not have any rights to withdraw the shares of the Series A Non -Vot ing Convertib le Preferred
Stock represented by such depositary shares.

         Redemption

         The depositary shares will not be redeemab le.

         Form and Notices

          The Series A Non-Voting Convertible Preferred Stock will initially be issued in registered form to the depositary, and t he depositary
shares will be issued in book-entry only form through DTC, as described under ―—Book-entry, Settlement and Clearance.‖ Th e depositary
will forward to the holders of depositary shares all reports, notices and communications fro m us that are d elivered to the depositary and that we
are required to furnish to the holders of the Series A Non-Voting Convertible Preferred Stock.

         Amendment and Termination of the Deposit Agreement

         We and the depositary may amend the form of depositary receipt evid encing the depositary shares and any provision of the deposit
agreement at any time. However, any amendment which materially and adversely alters the rights of the holders of the depositary shares will
not be effective unless the amend ment has been approved by the holders of at least a majority of the depositary shares then outstanding.

          The deposit agreement will terminate if there has been a final distribution in respect of the Series A Non -Vot ing Convertible Preferred
Stock, including in connection with the final conversion of all Series A Non-Vot ing Convertib le Preferred Stock for co mmon stock or with our
liquidation, d issolution or winding up, and the conversion, repayment, redemption or distribution proceeds, as the case may b e, have been
distributed to the holders of the depositary shares.


                                                                         77
         Resignation and Removal of the Depositary

         The depositary may resign at any time by delivering to us notice of its election to do so. We also may, at any time, remove the
depositary. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such
appointment. We must appoint the successor depositary within 60 days after delivery of the notice of resignation or removal.

         Charges of the Depositary

          We will pay all transfer and other taxes and governmental charges arising solely fro m the existence of the depositary
arrangements. We will pay charges of the depositary in connection with the initial deposit of the Series A Non-Voting Convertible Preferred
Stock, the issuance of depositary shares, the conversion of the Series A Non -Voting Convertible Preferred Stock and the delivery of the
common stock received upon such conversion. You will pay transfer and other taxes and governmental charges, as well as the other charges
that are expressly provided in the deposit agreement to be for your account.

         Depositary

         The depositary for the depositary shares will be BNY Mellon Shareowner Serv ices.

         Transfer Agent and Registrar

         The transfer agent and registrar for the common stock and the depositary shares is BNY Mellon Shareowner Services.

         Listing

        The depositary shares will not be listed for trad ing on any stock exchange. Accordingly, no assurance can be given as to the
development or liquid ity of any market for the depositary shares.

         Book-entry, Settlement and Clearance

          The Global Security

         The depositary shares will be in itially issued in the form of a single registered security in global form (the ―global security‖). Upon
issuance, the global security will be deposited with the depositary as custodian for DTC and registered in the name of Cede & Co., as nominee
of DTC.

         Ownership of beneficial interests in the global security will be limited to persons who have accounts with DTC (―DTC particip ants‖)
or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

             upon deposit of the global security with the depositary as DTC’s custodian, DTC will credit port ions of the global security to the
              accounts of the DTC part icipants designated by the subscription agent; and

             ownership of beneficial interests in the global security will be shown on, and transfer of ownership of those interests will be
              effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC
              participants (with respect to other owners of beneficial interests in the global security).


                                                                        78
         Beneficial interests in the global security may not be exchanged for securities in physical, cert ificated form except in the limited
circu mstances described below.

          Book -entry Procedures for the Global Security

         All interests in the global security will be subject to the operations and procedures of DTC. We provide the following summary of
those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by that
settlement system and may be changed at any time. We are not responsible for those op erations or procedures.

         DTC has advised us that it is:

             a limited purpose trust company organized under the laws of the State of New York;

             a ―banking organizat ion‖ within the meaning of the New York State Banking Law;

             a member of the Federal Reserve System;

             a ―clearing corporation‖ within the meaning of the Un iform Co mmercial Code; and

             a ―clearing agency‖ registered under Section 17A of the Exchange Act.

           DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transact ions between
its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and
dealers, banks and trust companies, clearing corporations and other organizations. Investors who are not DTC part icipants may beneficially
own securities held by or on behalf of DTC only through DTC part icipants or indirect part icipants in DTC.

         So long as DTC’s nominee is the registered owner of the global security, that nominee will be considered the sole owner or holder of
the depositary shares represented by the global security for all purposes under the deposit agreement. Except as provided below, o wners of
beneficial interests in the global security:

             will not be entitled to have securities represented by the global security registered in their names;

             will not receive or be entitled to receive physical, certificated securities; and

             will not be considered the owners or holders of the securities under the deposit agreement for any purpose, including with re spect
              to the giving of any direction, instruction or approval to the depositary under the deposit agreement.

          As a result, each investor who owns a beneficial interest in the global security must rely on the procedures of DTC to exercise any
rights of a holder of securit ies under the deposit agreement (and, if the investor is not a participant or an indirect participant in DTC, o n the
procedures of the DTC participant through which the investor owns its interest).


                                                                          79
        Payments of dividends with respect to the depositary shares represented by the global security will be made by the depositary to
DTC’s nominee as the registered holder of the global security. Neither we nor the depositary will have any responsibility or liability for the
payment of amounts to owners of beneficial interests in the global security, for any aspect of the records relating to or pay ments made on
account of those interests by DTC or for maintaining, supervising or reviewing any records of DTC relating to those beneficial interests.

         Payments by participants and indirect participants in DTC to the owners of beneficial interests in the global security will b e governed
by standing instructions and customary industry practice and will be the responsibility of those DTC part icipants or indirect participants and
DTC.

         Depositary shares in physical, certificated form will be issued and delivered to each person that DTC identifies as a benefic ial owner
of the depositary shares only if:

             DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global security and a successor
              depositary is not appointed within 90 days; or

             DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90
              days.

LLC Membership Interests

  Holders of membership interests in the LLC do not have any voting rights in the LLC. They are, however, entit led to pro rata economic
benefits in the LLC, including the right to receive authorized distributions, including distributions to fund tax liabilit ies . Upon dissolution,
liquidation or winding up of the LLC, after pay ment in fu ll of all amounts required to be paid to creditors, holders of membership interests will
be entitled to share in the remain ing assets of the LLC availab le for distribution. Holders of membership interests in the LLC (other than
BioFuel Energy Corp.) may exchange their membership interests for shares of our common stock on a one -for-one basis, subject to customary
conversion rate adjustments for stock splits, stock dividends and reclassifications. Ho lders of membership interests (other than BioFuel Energy
Corp.) also hold one share of class B co mmon stock for each membership interest held that entitles the holder to the rights d escribed under
―—Co mmon Stock—Class B Co mmon Stock.‖

LLC Preferred Membership Interests; Amended and Restated Li mited Li ability Company Agreement

  Immed iately prior to the consummation of this rights offering and the LLC ’s concurrent private placement, the LLC will amend and restate its
limited liability co mpany agreement to add the preferred membership interests as a new class of LLC membership interest. Immed iately
following the consummation of the LLC’s concurrent private placement, the holders of membership interests in the LLC (other than BioFuel
Energy Corp.) will be entitled to receive preferred membership interests in amounts to be determined in accordance with their exercise of LLC
basic purchase privileges and LLC additional purchase privileges (and, in the case of the Backstop Parties, determined in acc ordance with their
exercise of the Backstop Commit ment for preferred membership interests). Immed iately fo llo wing the consummation of this rights offering,
BioFuel Energy Corp. will contribute all proceeds of this rights offering to the LLC, and the LLC will issue to BioFuel Energ y Corp. a number
of preferred membership interests equal to the number of depositary shares that BioFuel Energy Corp. issued in this rights offering.


                                                                        80
 The number of preferred membership interests in the LLC held by BioFuel Energy Corp. shall at all times equal the nu mber of d epositary
shares outstanding. As a result, concurrent with the making of the Carg ill Stock Pay ment, the LLC will issue to BioFuel Energ y Corp. a
number of preferred membership interests equal to the number of depositary shares issued to Cargill in the Cargill Stock Pay ment.

Distributions

 The preferred membership interests will be entitled to pro rata d istributions from the LLC, on an equivalent one-to-one basis with the
membership interests, including the right to receive authorized distributions, including distributions to fund tax liabilitie s.

Automatic Conversion

 Following the requisite stockholder approval, all preferred membership interests will auto matically convert into membership interests and the
holders of the preferred membership interests (other than BioFuel Energy Corp.) will also receive one share of class B co mmon stock for each
membership interest received upon conversion.

Liquidation Preference

 In the event of the voluntary or involuntary liquidation, dissolution or winding up of the LLC, the holder of each preferred membership
interest will be entitled to receive and to be paid out of the assets available for d istribution to the members of the LLC, before any payment or
distribution is made to holders of the membership interests, a liquidation preference per p referred membership interest in an amount equal to
$0.56. After pay ment of the fu ll amount of the liquidation preference to wh ich they are entitled, the holders of the preferred membe rship
interests will have no right or claim to any of the LLC’s remaining assets in the event of the LLC’s liquidation, dissolution or winding up.

Voting Rights

 Holders of preferred membership interests will generally not have any voting rights in the LLC. However, the LLC will not, without the
approval of the holders of at least a majority of the preferred membership interests, (i) authorize or issue additional preferred membership
interests (provided that no such approval shall be required in respect of any preferred membership interests to be authorized and issued in
connection with the Cargill Stock Pay ment) or (ii) authorize or issue any other series of preferred interests which are senior or o n parity with
respect to liquidation or d ividend payments to the preferred membership interests (provided that no such approval shall be re quired in respect
of any class B preferred membership interests to be authorized and issued in connection with a LLC Backstop Reallocation).

Transfer

 A holder of preferred membership interests will not be permitted to transfer its preferred membership interests except (i) in the case of an
individual, to immediate family members or to trusts or other entities in wh ich all the beneficial interests are h eld by the individ ual or
immed iate family members and (ii) in the case of entities, to affiliates.

LLC Cl ass B Preferred Membership Interests

       In certain circu mstances in connection with a LLC Backstop Reallocation, the LLC will issue class B p referred membership interests to
one or mo re of the Backstop Parties. See ―The Rights Offering—Rights Offering Letter Agreement—Reduction by Backstop Parties ‖ for a
description of the circu mstances under which the class B preferred membership interests wi ll be issued. The class B preferred membership
interests, if issued, would have the same terms as the preferred membership interests (including as to conversion, distribution, liquidation and
other rights), except that, upon conversion of such class B preferred membership interests, holders of such class B preferred membership
interests would receive membership interests in the LLC that would not be exchangeable for shares of our co mmon stock.

       If any class B preferred membership interests are issued, the LLC will amend and restate its limited liability co mpany agreement to add
the class B preferred membership interests as a new class of LLC membership interest and to provide for the restriction on exch angeability of
the membership interests in the LLC that such holders of class B preferred membership interests would receive upon conversion. Although
the membership interests issuable upon conversion of the class B preferred membership interests will not be exchangeable for shares of our
common stock, our board of directors and the holders thereof may, in the future, agree to any such exchange .


                                                                        81
Anti -Takeover Effects of Our Certificate of Incorporation and Byl aws

 Our certificate of incorporation and bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in
the composition of our board of directors. These provisions may have the effect of delay ing, deferring or preventing a future takeover or
change in control of our company, even in those cases where such a transaction may be at a premiu m to the current market pric e of our
common stock.

These provisions include:

         Action by Written Consent; Special Meetings of Stockholders

 Our certificate of incorporation provides that stockholder action (other than actions by holders of preferred stock, if any) can be taken only at
an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our by laws provide that, except as
otherwise required by law, special meet ings of the stockholders can only be called by the chairman of the board, the chief executive officer or
the president, or pursuant to a resolution adopted by a majority of the board of directors. Stockholders are not permitted to call a special
meet ing or to require the board of directors to call a special meeting.

         Advance Notice Procedures

 Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders,
including proposed nominations of candidates for election to the board of directors. Stockholders at an annual meeting will be able to consider
only proposals or nominations specified in the notice of meeting or brought before the meet ing by or at the direction of the board of directors or
by a stockholder who was a stockholder of record on the record date for the meeting, who is entit led to vote at the meeting and who has given
our secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Alt hough the
bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding
other business to be conducted at a special or annual meet ing, the bylaws may have the effect of precluding the conduct of ce rtain business at a
meet ing if the proper procedures are not followed or may discourage or deter a potential acquirer fro m conducting a solicitation of pro xies to
elect its own slate of directors or otherwise attempting to obtain control of BioFuel Energy Corp.

         Authorized but Unissued Shares

 Subject to Nasdaq listing requirements, our authorized but unissued shares of common stock and preferred stock will be available for futur e
issuance without stockholder approval. These additional shares may be utilized fo r a variety of corporate purposes, including fu ture public
offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of
common stock and preferred stock may also have the effect of deferring, delaying or d iscouraging hostile takeovers, or changes in control or
management of our co mpany.


                                                                        82
Certain Other Provisions of Our Certificate of Incorporati on and B ylaws and Delaware Law

         Board of Directors

 Our certificate of incorporation provides that the number of directors will be fixed in the manner provided in our bylaws. Our bylaws provide
that the number of directors will be fixed fro m time to time solely pursuant to a resolution adopted by the board. Our board of directors
currently has seven members.

         Section 203 of Delaware Law

 Our certificate of incorporation expressly states that we have elected not to be subject to the provisions of Section 203 of the Delaware
General Co rporation Law. Sub ject to exceptions specified therein, Section 203 o f the Delaware General Corporat ion Law proh ibits a publicly
held Delaware corporation fro m engaging in a ―business combination‖ with an ―interested stockholder,‖ including general mergers or
consolidations or acquisitions of additional shares of the corporation, for a three-year period fo llo wing the time that such stockholder became
an interested stockholder.

Except as otherwise specified in Section 203, an ―interested stockholder‖ is defined to include:

             any person that is the owner of 15% or mo re of the outstanding voting stock of the corporation, or is an affiliate or associa te of
              the corporation and was the owner of 15% or mo re of the outstanding voting stock of the corporation at any time within the three
              years immediately p rior to the date of determination; and

             the affiliates and associates of any such person.

 The statute is intended to prohibit or delay mergers or other takeover or change in control attempts. Although we have elected to opt out of
the statute’s provisions, we could elect to be subject to Section 203 in the future.


                                                                        83
                              Security Owne rship of Ce rtain Beneficial Owne rs and Manage ment

       The following tables set forth informat ion with respect to the beneficial ownership of our co mmon stock and class B co mmon st ock as
of November 12, 2010, by:

              each person who is known by us to beneficially own 5% or more of any class of our outstanding shares of common stock;

              each member of our board of directors who beneficially owns any class of shares of our common stock;

              each of our executive officers; and

              all members of our board of directors and our executive officers as a group.

          Beneficial ownership is determined in accordance with the SEC rules and includes voting or investment power with respect to the
securities. Unless otherwise indicated and subject to applicable co mmunity property laws, to our knowledge, each stockholder named in the
following table possesses sole voting and investment power over the shares listed, except for those jointly owned with that person ’s spouse.

         Unless otherwise indicated, the address for all beneficial owners is c/o BioFuel Energy Corp., 1600 Broadway, Su ite 2200, Den ver,
Colorado 80202. At the close of bus iness on November 12, 2010, there were 25,465,728 shares of common stock outstanding, net of 809,606
shares held in treasury, and 7,111,985 shares of class B common stock outstanding, which together constitute a total of 32,577,713 shares of
outstanding voting shares of the Co mpany. Each share of co mmon stock and class B co mmon stock is entitled to one vote. The percentage of
common stock outstanding was determined based on 32,577,713 shares outstanding at the record date. This table does not give effect to any
changes that may result fro m this rights offering or the LLC’s concurrent private placement. It is possible that the beneficial o wnership of
Greenlight Cap ital, Inc. and its affiliates and the Third Point Funds will increase as a result of this righ ts offering and the LLC’s concurrent
private placement.

                                                                Number of                                  Total
                                               Number of         Shares of                              Number of             Percentage of
                                                Shares of         Class B                                 Shares                Common
                                                Common           Common               Opti ons          Beneficially              Stock
Beneficial Owner                                 Stock             Stock            Exercisable           Owned               Outstandi ng
Greenlight Cap ital, Inc. and its affiliates
 2 Grand Central Tower
 140 East 45th St reet, 24th floor
 New Yo rk, NY 10017 (1)                          7,542,104         4,311,396                   —           11,853,500                     36.4 %
Third Po int Funds
 390 Park Avenue, 18th floor
 New Yo rk, NY 10022 (2)                          5,803,284                   —                 —             5,803,284                    17.8 %
Carg ill, Incorporated
 P.O. Bo x 9300
 Minneapolis, MN 55440                            1,675,596                —                   —              1,675,596                     5.1 %
Thomas J. Edelman (3)                             2,090,093         1,352,811                  —              3,442,904                    10.6 %
Scott H. Pearce (4)                                 465,416           478,837              45,000               989,253                     3.0 %
Kelly G. Maguire (5)                                 42,000                —               70,500               112,500                       *
Mark L. Zoeller (6)                                      —                 —               21,000                21,000                       *
Elizabeth K. Blake (7)                                7,500                —               15,000                22,500                       *
David Einhorn (8)                                    12,500                —               15,000                27,500                       *
Richard I. Jaffee (9)                                 7,500                —               15,000                22,500                       *
John D. March (10)                                    7,500                —               15,000                22,500                       *
Mark W. Wong (11)                                     7,500                —              135,000               142,500                       *
All Directors and Executive Officers as a                                                                                                       %
group, 8 persons (12)                             8,092,020         4,790,233             331,500           13,213,753                     42.2

*    less than 1%


                                                                         84
(1) Greenlight Cap ital, Inc. (―Greenlight Inc.‖) is the investment manager for Greenlight Cap ital Offshore Partners, and as such has voting
    and dispositive power over 5,221,530 shares of common stock held by Greenlight Capital Offshore Partners. Greenlight Capit al, L.L.C.
    (―Green light L.L.C.‖) is the sole general partner of Green light Capital, L.P. and Green light Cap ital Qualified, L.P., and as such has voting
    and dispositive power over 574,226 shares of common stock and 3,885,970 shares of class B co mmon stock held by Greenlight Cap ital,
    L.P. and Greenlight Cap ital Qualified, L.P. DM E Advisors, LP (―DM E Advisors‖) is the investment manager fo r Greenlight Reinsurance,
    Ltd., and as such has voting and dispositive power over 1,447,443 shares of common stock held by Greenlight Reinsurance, Ltd. DM E
    Management GP, LLC (―DM E Management GP‖) is the sole general partner of Greenlight Cap ital (Go ld), LP, and as such has voting and
    dispositive power over 61,450 shares of common stock and 425,426 shares of class B common stock held by Greenlight Capital (Go ld),
    LP. DM E Cap ital Management, LP (―DM E Management‖) is the investment manager for Greenlight Cap ital (Go ld), LP, and Greenlight
    Capital Offshore Master (Gold ), Ltd., and as such has voting and dispositive power over 298,905 shares of common stock and 42 5,426
    shares of class B co mmon stock held by Greenlight Cap ital (Go ld), LP and Greenlight Cap ital Offshore Master (Gold), Ltd. DME
    Advisors GP, LLC (―DM E GP‖) is the general partner of DM E Advisors and DME Management, and as such has voting and dispositive
    power over 1,746,348 shares of common stock and 425,426 shares of class B co mmon stock. Dav id Einhorn, one of our directo rs, is the
    principal of Greenlight Inc., Greenlight L.L.C., DM E Advisors, DME Management GP, DM E Management and DM E GP, and as such has
    sole voting and sole dispositive power over 7,542,104 shares of common stock and 4,311,396 shares of class B co mmon stock held by
    these affiliates of Greenlight, Inc. Mr. Einhorn disclaims beneficial ownership of these shares, except to the extent of any pecuniary
    interest therein.

(2) Includes shares held of record by Third Po int Offshore Master Fund, L.P., Third Point Partners LP, Third Point Partners Qualified LP and
    Third Po int Ultra Master Fund L.P., which are investment funds managed by Third Po int LLC, and 224,484 shares held by a n individual
    we believe to be affiliated with Third Po int LLC.

(3) Includes 1,156,834 shares of class B co mmon stock subject to forfeiture under the True -Up Agreement described in our Definit ive Pro xy
    Statement on Schedule 14A filed with the SEC on April 6, 2010, and 93,534 shares of common stock owned of record by Mr. Edelman ’s
    wife, Ingrid O. Edelman, and trusts for the benefit of Mr. Edelman ’s family members, of which he is a trustee. Mr. Edelman disclaims
    beneficial ownership of these shares of common stock, except to the extent of any pecuniary interest therein.

(4) Includes 338,434 shares of class B co mmon stock held in escrow and subject to forfeiture under the True -Up Agreement described in our
    Definitive Pro xy Statement on Schedule 14A filed with the SEC on April 6, 2010. Includes options to purchase 45,000 shares of common
    stock granted to Mr. Pearce under our co mpensation plan for emp loyees.

(5) Includes options to purchase 70,500 shares of common stock granted to Mr. Maguire under our co mpensation program for emp loyees.

(6) Includes options to purchase 21,000 shares of common stock granted to Mr. Zoeller under our co mpensation program fo r employees.


                                                                         85
(7) Includes 7,500 shares of restricted common stock and options to purchase 15,000 shares of common stock granted to Ms. Blake u nder our
    compensation program fo r non-employee directors.

(8) Includes 12,500 shares of restricted common stock and options to purchase 15,000 shares of common stock granted to Mr. Einh orn under
    our compensation program for non-employee directors. Includes only shares of common stock held direct ly by Mr. Einhorn. See note 1.

(9) Includes 7,500 shares of restricted common stock and options to purchase 15,000 shares of common stock granted to Mr. Jaffee under our
    compensation program fo r non-employee directors.

(10) Includes 7,500 shares of restricted common stock and options to purchase 15,000 shares of common stock granted to Mr. March under
     our compensation program for non-employee directors.

(11) Includes 7,500 shares of restricted common stock and options to purchase 135,000 shares of common stock granted to Mr. Wong under
     our compensation program for non-employee directors.

(12) Includes shares held by Greenlight Cap ital, Inc., wh ich is controlled by our d irector, M r. Einhorn.


                                                                         86
                                           Material U.S. Federal Income Tax Consequences

 The following is a discussion of the material U.S. federal inco me tax consequences of the receipt and exercise of the right to subscribe for
depositary shares representing fractional interests in Series A Non-Vot ing Convertib le Preferred Stock (the ―subscription rights‖) by holders of
our common stock and of the acquisition, ownership and disposition of ou r common stock (into wh ich the depositary shares are effectively
convertible). This discussion does not address the tax consequences to holders of membership interests in BioFuel Energy, LLC of the LLC
purchase privileges to purchase preferred membership interests granted in connection with the LLC’s concurrent private placement. This
discussion does not purport to be a comprehensive description of all o f the tax considerations that may be relevant to a part icular holder’s
ownership of subscription rights , depositary shares or shares of our common stock. This discussion applies only to holders that hold
subscription rights, depositary shares and shares of our common stock as capital assets for tax purposes and does not address all of the tax
consequences that may be relevant to holders subject to special ru les, such as:

        regulated investment companies;

        real estate investment trusts;

        certain financial institutions;

        dealers and certain traders in securities or foreign currencies;

        insurance companies;

        persons holding subscription rights, depositary shares and shares of our common stock as part of a hedge, straddle, conversio n
         transaction or integrated transaction;

        persons whose ―functional currency‖ is not the U.S. dollar;

        persons liable fo r the alternative min imu m tax;

        tax-exempt organizat ions; and

        persons holding subscription rights, depositary shares and shares of our common stock that own or are deemed to own 10% or mo re
         of our voting shares.

 This discussion is based upon the tax laws of the United States including the Inte rnal Revenue Code of 1986, as amended to the date hereof
(the ―Code‖), ad ministrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, as of the date h ereof.
These laws are subject to change, possibly with retroactive effect. The d iscussion does not address U.S. state, local and non -U.S. tax
consequences.

 If a partnership holds the subscription rights, depositary shares or shares of our common stock, the U.S. federal income tax treatment of a
partner will generally depend on the status of the partner and the tax treat ment of the partnership. A partner in a partnership holding
subscription rights, depositary shares or shares of our common stock is urged to consult its own tax advisor with regard to t he U.S. federal
income tax treat ment of its investment.


                                                                            87
YOU A RE URGED TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC FEDERA L, STATE, LOCAL AND
FOREIGN INCOM E AND OTHER TA X CONSIDERATIONS OF THE RECEIPT AND EXERCISE OF THE SUBSCRIPTION RIGHTS
AND THE ACQUISITION, OWNERSHIP A ND DISPOSITION OF OUR COMMON STOCK.

 For U.S. federal income tax purposes, hol ders of the depositary shares will generally be treated as the owners of the underl ying shares
of the Series A Non-Voting Converti ble Preferred Stock.

TAX CONS EQUENC ES TO U.S. HOLDERS

The following section applies to you only if you are a ―U.S. holder.‖ Fo r this purpose, a ―U.S. holder‖ means a beneficial owner of subscription
rights, depositary shares or shares of our common stock (other than an entity or arrangement that is treated as a pa rtnership for U.S. federal
income tax purposes) that is, for U.S. federal inco me tax purposes:

        a citizen or resident of the United States;

        a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the Un ited States or an y political
         subdivision thereof; or

        an estate or trust the income of wh ich is subject to U.S. federal inco me taxation regardless of its source.

Taxati on of the Subscription Rights

 This discussion assumes that the depositary who holds Series A Non -Vot ing Convertible Preferred Stock (wh ich is automat ically convertible
into shares of our common stock) on your behalf is acting as your agent for U.S. federal inco me tax purposes.

Receipt of the Subscription Rights

 The receipt of the subscription rights in connection with this rights offering should be treated as a nontaxable stock distribution with respect to
our common stock (the ―Orig inal Shares‖) for U.S. federal income tax purposes.

 If the fair market value of the subscription rights you receive is less than 15% of the fair market value of your Orig inal Shares (with respect to
which the subscription rights are distributed) on the date you receive the subscription rights, your subscription rights shou ld be allocated a zero
basis for U.S. federal inco me tax purposes unless you affirmatively elect to allocate your basis in the Orig inal Shares between your Original
Shares and your subscription rights in proportion to their relat ive fair market values determined on the date you receive the subscription
rights. This election must be made in the tax return for the taxab le year in which the subscription rights are received. On the o ther hand, if the
fair market value of the subscription rights received is 15% or greater than the fair market value of your Original Shares (with respect to which
the subscription rights are distributed) on the date you receive your subscription rights, then your basis in your Orig inal S hares should be
allocated between your Original Shares and the subscription rights in p roportion to their relative fair market values determined on the date you
receive the subscription rights.


                                                                         88
Exercise of the Subscription Rights

 The exercise of the subscription rights by or on behalf of you should generally not be a taxable transaction for U.S. federal income tax
purposes. Your tax basis in the new shares of Series A Non-Vot ing Convertib le Preferred Stock acquired upon exercise of the s ubscription
rights should equal the sum of the price paid for the new shares and your tax basis (as determined above), if any, in the subscription rights you
exercised. The holding period of the new shares of Series A Non-Vot ing Convertible Preferred Stock should begin on the day the subscription
rights are exercised.

Expiration of the Subscription Rights

 In the event that you allow your subscription rights to expire without exercising them, the tax basis in your Original Shares should be equal to
their tax basis immediately befo re your receipt of the subscription rights (and, accordingly, the tax basis in your subscript ion rig hts should be
deemed to be zero) and, therefore, you should not recognize any loss upon the expirat ion of the su bscription rights. If the subscription rights
expire without exercise after you have disposed of all or a portion of your Orig inal Shares, you should consult your own tax ad visor regarding
the ability to recognize a loss (if any) on the exp iration of the subscription rights.

Conversion of Series A Non-Voting Converti ble Preferred Stock into Common Stock

 The automatic conversion of your shares of Series A Non-Vot ing Convertible Preferred Stock into shares of our common stock will generally
not be a taxable t ransaction for U.S. federal inco me tax purposes. Your tax basis in the new shares of common stock received upon conversion
will equal your aggregate tax basis (as determined above) in the shares of Series A Non -Voting Convertible Preferred Stock co nverted. The
holding period of the new shares of common stock you receive upon conversion will equal your holding period (as determined ab ove) in the
shares of Series A Non-Voting Convertible Preferred Stock converted.

Taxati on of Our Common Stock

Distributions on Our Common Stock

 Any distributions of cash or property made with respect to our common stock generally must be included in your income as ordinary dividend
income to the extent paid out of our current or accumu lated earn ings and profits (―E&P‖) as determined for U.S. federal inco me tax
purposes. To the extent that the amount of any distribution exceeds our E&P, those excess amounts will be treated first as a tax-free return of
capital to the extent of your adjusted tax basis in your shares of our common stock and, thereafter, as capital gain.

Sale or other Disposition of Our Common Stock

 Gain or loss realized by you on the sale or other taxable d isposition of shares of our common stock will be subject to U.S. f ederal inco me tax
as capital gain or loss in an amount equal to the difference between your adjusted tax basis in your shares of o ur common stock and your
amount realized on the disposition. Gain or loss will be long-term capital gain or loss if you held our common stock for more than one
year. If you are an individual who holds our common stock for more than one year, you may be e ligib le to be taxed at reduced rates. The
deductibility of capital losses is subject to limitations.


                                                                         89
Information Reporting and B ackup Wi thhol ding

 Pay ments of dividends on our common stock, and the proceeds fro m a sale o r other disposition of our common stock may be subject to
informat ion reporting and to backup withholding unless you are an exempt recipient or, in the case of backup withholding, you provide a
correct taxpayer identification nu mber and certify that no loss of exemption fro m backup withholding has occurred. The amount of any backup
withholding will generally be allowed as a refund or credit against your U.S. federal inco me tax liab ility, provided that the required informat ion
is timely furn ished to the IRS.

TAX CONS EQUENC ES TO NON-U.S. HOLDERS

This section applies to you if you are a ―non-U.S. ho lder.‖ A ―non-U.S. holder‖ is any beneficial owner of subscription rights, depositary
shares or shares of our common stock (other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes)
that is not a U.S. holder.

Taxati on of the Subscription Rights and Our Common Stock

 This discussion assumes that the depositary who holds Series A Non-Vot ing Convertible Preferred Stock (wh ich is automat ically convertible
into shares of our common stock) on your behalf is acting as your agent for U.S. federal inco me tax purposes.

Receipt, Exercise and Expiration of the Subscription Rights

 In general, you should not be subject to U.S. federal inco me tax (or any withholding thereof) on the receipt, exercise or exp iration of the
subscription rights.

Sale or other Disposition of Our Common Stock

 In general, you will not be subject to U.S. federal inco me tax (or any withholding thereof) on any gain realized on a sale of our common stock
by you unless:

             the gain is effectively connected with your conduct of a trade or busin ess within the United States (and, if an inco me tax treaty
              applies, is attributable to a Un ited States permanent establishment);

             you are an individual, you hold your shares of common stock as capital assets, you are present in the United States for 183 days
              or more in the taxable year of disposition and you meet other conditions; or

             we are or have been a ―United States real property holding corporation‖ for U.S. federal income tax purposes and you hold or
              have held, directly or indirectly, at any time within the shorter of the five-year period preceding disposition or your holding
              period for the subscription rights, more than 5% of our co mmon stock (including subscription rights for our common stock).

 Gain that is effectively connected with your conduct of a trade or business within the United States (and, if an inco me tax t reat y applies, is
attributable to a United States permanent establishment) generally will be subject to U.S. federal income tax, net of certain deductions, at the
same rates applicable to U.S. persons. If you are a corporat ion, a ―branch profits tax‖ of 30% (or a lower rate prescribed in an applicable
income ta x treaty) also may apply to such effectively connected gain.


                                                                         90
 A domestic corporation is treated as a ―United States real property holding corporation‖ if the fair market value of its Un ited States real
property interests equals or exceeds 50% of the sum of (1) the fair market value of its United States real property interests , (2) the fair market
value of its non-United States real property interests and (3) the fair market value of any other of its assets which are used or held for use in a
trade or business. It is unclear whether the Co mpany currently is or has been a ―United States real property holding corporatio n‖ within the
relevant testing period. If we are or were a ―United States real property holding corporation‖ and you are a non-U.S. holder that holds, or has
held, direct ly or indirect ly, at any time within the relevant testing period, more than 5% of our co mmon stock (including sub scription rights for
our common stock), then you will generally be subject to U.S. income tax on your gain recognized upon a sale or other disposition of you r
shares of our common stock. In addition, a buyer of your shares of our common stock will generally be required to withhold U. S. income tax at
a rate of 10% of the sales price. You are urged to consult your own tax advisor regarding the U.S. federal income tax considerations of
holding, direct ly or indirectly, more than 5% of our shares of co mmon stock.

Distributions on Our Common Stock

Any distributions of cash or property made with respect to our common stock generally will be subject to withholding tax to t he extent paid out
of our E&P, if any, at a rate of 30% (or a lo wer rate prescribed in an applicable inco me tax t reaty). I n order to obtain a reduced withholding
tax rate, if applicab le, you will be required to provide an IRS Form W -8BEN cert ify ing your entitlement to benefits under a treaty. In addition,
you will not be subject to withholding tax if you provide an IRS Form W-8ECI certifying that the distributions are effectively connected with
your conduct of a trade or business within the United States ; instead, you will be taxed as described under ―—TAX CONSEQUENCES TO
NON-U.S. HOLDERS— Sale or other Disposition of Our Co mmon Stock ‖ above.

Information Reporting and B ackup Wi thhol ding

 Pay ments of dividends (including any withholding thereof) on our co mmon stock will generally be subject to information report ing. Unless
you comply with certification procedures to establish that you are not a U.S. person, information reporting may apply to the procee ds from a
sale or other disposition of our co mmon stock and you may be subject to U.S. backup withholding tax on payments of divide nds or the
proceeds fro m a sale or other disposition of our common stock. The amount of any backup withholding will generally be allowed as a refund
or credit against your U.S. federal inco me tax liability, provided that the required information is timely furnished to the IRS.

ADDITIONAL WITHHOLDING REQUIR EMENTS

 Under recently-enacted legislat ion, the relevant withholding agent may be required to withhold 30% of any div idends and the proceeds of a
sale or other disposition of our co mmon stock paid after December 31, 2012 to (i) a foreign financial institution unless such foreign financial
institution agrees to verify, report and disclose its U.S. account holders and meets certain other requirements or (ii) a non -financial foreign
entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial United States owners o r
provides the name, address and taxpayer identification nu mber of each substantial Un ited States owner and such entity meets c ertain other
requirements.


                                                                         91
                                                            Plan of Distribution

       On or about           , we will distribute the subscription rights and rights certificates to individuals who owned shares of our
common stock as of 5:00 p.m., New York City time, on              , the record date.

         If you wish to exercise your subscription rights and purchase depositary shares, you should complete the rights certificate a nd return it
with pay ment for the depositary shares to the subscription agent, BNY Mellon Shareowner Services, at the fo llo wing add ress:

                                By Mail:                                                      By Hand or Overn ight Courier:

                  BNY Mellon Shareowner Serv ices                                           BNY Mellon Shareowner Serv ices
                   Attn: Corporate Actions Dept.                                            Attn: Corporate Actions, 27th Floor
                          P.O. Bo x 3301                                                           480 Washington Blvd
                   South Hackensack, NJ 07606                                                     Jersey City, NJ 07310

          See ―The Rights Offering—Method of Exercising Subscription Rights.‖ If you have any questions, you should contact the
informat ion agent, Okapi Partners LLC, at (877) 869-0171 or by e-mail at info@okapipartners.co m.

         Other than the Rights Offering Letter Agreement as described herein, we do not know of any existing agreements between or among
any stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the depositary shares, the Series A Non-Voting
Convertible Preferred Stock which the depositary shares represent fractional interests in or the common stock issuable upon c onversion of the
Series A Non-Voting Convertible Preferred Stock and depositary shares.

                                                                Legal Matters

          The validity of the securities issued in this offering and the material U.S. federal income tax consequences of the receipt, exercise and
expirat ion of the subscription rights issued in this offering will be passed upon for us by Cravath, Swaine & Moore LLP, New Yo rk, NY.

                                                                    Experts

          The audited consolidated financial statements and schedule incorporated by reference in this prospectus and elsewhere in the
registration statement have been so incorporated in reliance upon the report of Grant Thornton LLP, independent registered pu blic accountants,
upon the authority of said firm as experts in accounting and auditing in giv ing said report.

                                                       Incorporation by Reference

         We are ―incorporating by reference‖ into this prospectus specific documents that we have filed with the Securit ies and Exchange
Co mmission (the ―SEC‖) which means that we are d isclosing important information to you by referring you to those documents that are
considered part of this prospectus. We incorporate by reference the documents listed below. We are not, however, incorporating by reference
any documents or portions thereof that are not deemed ―filed‖ with the SEC, including any informat ion ―furnished‖ pursuant to Item 2.02 or
7.01 of any Current Report on Form 8-K.


                                                                        92
         We are incorporating by reference into this prospectus the following documents filed with the SEC:

             Annual report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 30, 2010;

             Quarterly reports on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 14, 2010, for the quarter ended
              June 30, 2010 filed with the SEC on August 16, 2010 and for the quarter ended September 30, 2010 f iled with the SEC on
              November 12, 2010;

             Current reports on Form 8-K filed with the SEC on April 6, 2010, May 25, 2010, June 3, 2010, Ju ly 15, 2010, September 3,
              2010, September 27, 2010 and September 30, 2010; and

             Definitive p ro xy statement on Schedule 14A filed with the SEC on April 6, 2010.

        You may obtain a copy of any or all of the reports or documents that have been incorporated by reference into this registration
statement but not delivered with this prospectus at no cost by writ ing or telephoning us at the follo wing address:

                                                             BioFuel Energy Corp.
                                                         Attention: Corporate Secretary
                                                          1600 Broadway, Suite 2200
                                                            Denver, Colorado 80202
                                                          Telephone: (303) 640-6500

          Any statements contained in a document incorporated by reference into this prospectus shall be deemed to be modified or super seded
for purposes of this prospectus to the extent that a statement contained in this prospectus (or in any other subsequently filed document wh ich
also is incorporated by reference into this prospectus) modifies or supersedes such statement. Any statement so modified or s uperseded shall
not be deemed to constitute a part of this prospectus except as so modified or superseded.

           This prospectus or informat ion incorporated by reference herein contains summaries of certain agreements that we have filed as
exhibits to our various SEC filings, as well as certain agreements that we will enter into in connection with this offering. The d escriptions of
these agreements contained in this prospectus or informat ion incorporated by reference herein are summaries of the material t erms of the
definit ive agreements. Copies of the defin itive agreements will be made availab le without charge to you by making a written or oral request to
us in the manner specified above.

                                              Where You Can Find More Information

          We make periodic filings and other filings required to be filed by us as a reporting company under Sections 13 and 15(d) of the
Exchange Act. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street , N.E.,
Washington, D.C. 20549. You may obtain informat ion on the operation of the Public Reference Roo m by cal ling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet site at www.sec.gov that contains the reports, proxy and information statements, and other
informat ion that we file electronically with the SEC.

         We maintain an Internet site at www.bfenergy.com . Our website, and the information contained on or connected to that site, is
not incorporated into this pros pectus, and you shoul d not rely on any such i nformation in making your decision whether to pur chase
securities. You can find a link to our periodic filings and other filings required to be filed by us as a reporting company with the SEC on our
website at the follo wing URL: www.bfenergy.com/investment.html .


                                                                       93
You may refer any questions regarding this rights offering to Okapi Partners LLC, the in formation agent:

                                                   Okap i Partners LLC
                                              437 Mad ison Avenue, 28th Floor
                                                New York, New Yo rk 10022




                                        Banks and brokerage firms: (212) 297-0720
                                    Stockholders and all others, toll-free: (877) 869-0171
                                             Email: info@okap ipartners.com


                                                             94
                        BioFuel Energy Corp.




Subscription Rights, Depositary Shares, Series A Non-Voting Convertible
                  Preferred Stock and Common Stock


                              Prospectus

                                    , 2010
                                                                      Part II

                                               Information Not Require d in Prospectus

Item 13. Other Expenses of Issuance and Distri bution

          The following table sets forth the costs and expenses to be paid by us in connection with the offering of securities describe d in this
registration statement. All amounts are estimates except for the SEC registration fee.

                                                                                                                             Amount to be Pai d
SEC reg istration fee                                                                                                      $            1,188.79
Accounting fees and expenses
Subscription agent and information agent fees and expenses
Depositary, transfer agent and registrar fees and expenses
Legal fees and expenses
Miscellaneous expenses
  Total                                                                                                                    $


Item 14. Indemnification of Directors and Officers

         Our cert ificate of incorporation generally provides that we will indemn ify our d irectors and officers to the fullest extent p ermitted by
law.

          Section 145(a) o f the Delaware General Co rporation Law (the ―DGCL‖) p rovides in relevant part that a corporation may indemnify
any officer o r director who was or is a party or is threatened to be made a party to any threatened, pending or completed act ion, suit or
proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a director or officer of a nother entity, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with suc h
action, suit or proceeding if such person acted in good faith and in a mann er such person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct
was unlawful.

           Section 145(b) of the DGCL provides in relevant part that a corporation may indemn ify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judg ment
in its favor by reason of the fact that the person is or was a director, o fficer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys ’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnificat ion shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in wh ich such action or suit was
brought shall determine upon application that, despite the adjudication of liab ility but in view of all the circu mstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem p roper.


                                                                         II-1
          Our cert ificate of incorporation also provides for the limitat ion of liability set forth in Section 102(b )(7) o f the DGCL, which permits a
corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liab ility (i) for any breach of the direct or’s duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional mis conduct or a knowing
violation of law, (iii) for unlawfu l pay ments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any
transaction fro m which the director derived an improper personal benefit.

            We have obtained officers’ and directors’ liability insurance which insures against liabilities that officers and directors of the registrant
may, in such capacities, incur. Section 145(g) of the DGCL p rovides that a corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, emp loyee or agent of the corporation, or is or was serving at the reques t of the
corporation as a director, officer, emp loyee or agent of another corporation, partnership, joint venture, trust or other e nterprise against any
liab ility asserted against such person and incurred by such person in any such capacity, or arising out of such person ’s status as such, whether
or not the corporation would have the power to indemnify such person against such liability under that section.

         The emp loyment agreements of Mr. Pearce and Mr. Maguire provide for indemnificat ion to the fullest extent permitted by law ag ainst
any claims or judgments that result by reason of employ ment with us. In addition, during the term of employ ment of each of Mr. Pearce and
Mr. Maguire, and for a period of three years fo llo wing emp loy ment, we must maintain officers ’ and directors’ liability insurance for each of
Mr. Pearce and Mr. Maguire at least equal to the coverage that we provide fo r any other present or former senior executive or d irector. The
severance agreement of Mr. Simon p rovides for indemnificat ion as though he continued his employment with us. In addit ion, for a period of
three years after June 30, 2010, we must maintain directors’ and officers’ liability insurance for Mr. Simon at least equal to the coverage that
we provide fo r any other present or former senior executive or director.

Item 15. Recent Sales of Unregistered Securities

         The sales of the securities of the registrant listed below were not registered under the Securities Act because they were sold in
transactions exempt fro m reg istration pursuant to Section 4(2) of the Securities Act.

         Warrants under Bridge Loan Agreement

           On September 24, 2010, we entered into a loan agreement (wh ich we refer to as the ―Bridge Loan Agreement‖) with Green light
Capital, LP, Green light Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offshore Partners, Greenlight Capital
Offshore Master (Go ld), Ltd., Greenlight Reinsurance, Ltd. (wh ich we refer to collectively as the ―Greenlight Part ies‖) and Third Point Loan
LLC (which we refer to as ―Third Point‖ and, together with the Greenlight Parties, as the ―Backstop Parties‖) and Green light APE, LLC, as
administrative agent, pursuant to which we borro wed $19,420,620 (which we refer to as the ―Bridge Loan‖). The Bridge Loan matures on
March 24, 2011, and in the event the Bridge Loan is not paid in full on or before that date, the Bridge Loan Agreement provides that we will
issue warrants to the Backstop Parties exercisable at an exercise price o f $0.01 per share for an aggregate of 15% of our co m mo n stock on a
fully diluted basis as of the date the warrants are issued. A form of warrant is included in the Bridge Loan Agreement, which is included as
Exh ib it 10.26 to this registration statement.

         Cargill Stock Payment

       On September 23, 2010, we entered into a letter agreement with Carg ill, Incorporated (―Cargill‖), Cargill Co mmodity Services, Inc.,
BFE Operat ing Co mpany, LLC, Pioneer Trail Energy, LLC and Bu ffalo Lake Energy, LLC (wh ich we refer to as the ―Cargill Letter‖).


                                                                          II-2
          We and Cargill agreed in the Carg ill Letter that upon completion of this rights offering (i) we will pay Carg ill $2,800,829 ( which we
refer to as the ―Cargill Cash Pay ment‖) pursuant to the terms of the agreement dated January 14, 2009 by and b etween us and Cargill (which
we refer to as the ―Settlement Agreement‖) and, as contemplated by the Settlement Agreement, Cargill will forgive a like amount of the
payable under the Settlement Agreement and (ii) upon receipt of the Carg ill Cash Pay ment, Ca rgill will forgive the remain ing payable under
the Settlement Agreement in exchange for depositary shares in an amount equal to approximately $6,000,000 (wh ich we refer t o as the ―Cargill
Stock Pay ment‖).

          The depositary shares that will make up the Cargill Stock Pay ment will be issued to Cargill on the 12th business day followin g the
consummation of this rights offering and will be valued at a per share price equal to the average of the volume weighted aver ages of the trading
prices of our co mmon stock, as such prices are reported on The Nasdaq Global Market, for the 10 consecutive trading days ending on the
second trading day immed iately preceding the date such depositary shares are issued to Cargill. The depositary shares to be issued to Cargill
will therefore be issued after the depositary shares that will be issued upon expiration of this rights offering but will hav e the same rights and
preferences as the depositary shares that will be issued upon expiration of this rights offering. The depositary shares to be issued to Cargill are
not being registered or sold in this rights offering. In order to issue the depositary shares that will make up the Carg ill Stock Payment, we
expect to issue and deposit with the depositary a number of additional shares of Series A Non -Vot ing Convertible Preferred Stock that
corresponds to the aggregate fractional interests in shares of Series A Non -Voting Convertible Preferred Stock that the newly issued depositary
shares represent. In the event that an insufficient number of authorized shares of Series A Non -Vot ing Convertible Preferred Stock are
available for such issuance and deposit with the depositary, we expect to establish an alternative method for satisfying the Cargill Stock
Payment that is satisfactory to us, Cargill and the Backstop Parties.

         Basic Commitment and Backstop Commitment

         In connection with the Bridge Loan Agreement, on September 24, 2010, we entered into a Rights Offering Letter Agreement with the
Backstop Parties, which was subsequently amended and restated in its entirety by the Amended and Restated Rights Offering Lette r Agreement
entered into with the Backstop Parties and dated as of    , 2010 (which we refer to as the ―Rights Offering Letter Agreement‖) .

           Subject to the terms and conditions set forth in the Rights Offering Letter Agreement, as amended, the Backstop Parties have agreed to
(i) participate in this rights offering for their full basic subscription privilege (which we refer to as the ―Basic Co mmit ment‖) an d (ii) purchase
immed iately prior to exp irat ion of this rights offering all of the available depositary shares not otherwise sold in this rig hts offering following
the exercise of all other holders ’ basic subscription privileges and over-subscription privileges (which we refer to as the ―Backstop
Co mmit ment‖). The price per depositary share paid by the Backstop Parties pursuant to the Basic Co mmit ment and the Backstop Co mmit ment
will be equal to the price paid by the other holders in this rights offering. Any depositary shares purchased by the Backstop Parties pursuant to
the Basic Co mmit ment or the Backstop Commit ment will be purchased directly fro m us on a private basis and are not being regis tered pursuant
to this registration statement.

Item 16. Exhi bits

         (a) Exhib its

     Number          Descripti on

           3.1       Amended and Restated Certificate of Incorporation of BioFuel Energy Corp. (incorporated by reference to Exh ibit 3.1 to the
                      Co mpany’s Form 8-K filed June 19, 2007)


                                                                         II-3
Number    Descripti on

    3.2   Amended and Restated Bylaws of Bio Fuel Energy Corp. dated March 20, 2009 (incorporated by reference to Exhib it 3.2 to
            the Co mpany’s Form 8-K filed March 23, 2009)
    4.1   Specimen Co mmon Stock Certificate (incorporated by reference to Exh ibit 4.1 to the Co mpany’s Amendment #3 to
            Registration Statement to Form S-1 (file no. 333-139203) filed April 23, 2007)
    4.2   Specimen Cert ificate for Shares of Series A Non-Vot ing Convertib le Preferred Stock *
    4.3   Cert ificate of Designations of Series A Non-Vot ing Convertible Preferred Stock *
    4.4   Form of Rights Cert ificate *
    4.5   Form of Depositary Receipt **
    4.6   Form of Deposit Agreement **
    5.1   Opinion of Cravath, Swaine & Moore LLP regarding validity of the securities being issued **
    8.1   Opinion of Cravath, Swaine & Moore LLP regarding certain tax matters **
   10.1   Second Amended and Restated Limited Liability Co mpany Agreement of BioFuel Energy, LLC dated June 19, 2007
            (incorporated by reference to Exh ibit 10.1 to the Co mpany’s Form 10-Q filed August 14, 2007)
   10.2   Form of Third A mended and Restated Limited Liability Co mpany Agreement of Bio Fuel Energy, LLC *
   10.3   Cred it Agreement dated September 25, 2006, among BFE Operat ing Co mpany, LLC, Buffalo Lake Energy, LLC and
            Pioneer Trail Energy, LLC, as borrowers, BFE Operating Co mpany, LLC, as borrowers’ agent, various financial
            institutions fro m time to time, as lenders, Deutsche Bank Trust Co mpany Americas, as collateral agent, and BNP Paribas,
            as administrative agent and arranger *
   10.4   Waiver and Amend ment dated September 29, 2009, to the Credit Agreement dated September 25, 2006 and Co llateral
            Account Agreement dated September 25, 2006 (incorporated by reference to Exhib it 10.1 to the Co mpany ’s Current
            Report on Form 8-K filed September 30, 2009)
   10.5   Collateral Account Agreement dated September 25, 2006, among BFE Operating Co mpany, LLC, Bu ffalo Lake
            Energy, LLC, Pioneer Trail Energy, LLC, as borrowers, BFE Operating Co mpany, LLC, as borrowers’ agent, Deutsche
            Bank Trust Co mpany Americas, as collateral agent, and Deutsche Bank Trust Company A mericas, as depositary agent
            and securities intermediary (incorporated by reference to Exhib it 10.3 to the Co mpany’s Amendment #1 to Reg istration
            Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
   10.6   Registration Rights Agreement between BioFuel Energy Corp. and the parties listed on the signature page thereto dated
            June 19, 2007 (incorporated by reference to Exh ibit 10.2 to the Co mpany’s Form 10-Q filed August 14, 2007)
   10.7   Form of A mended and Restated Registration Rights Agreement between Bio Fuel Energy Corp. and the parties listed on the
            signature page thereto *
   10.8   Ethanol Marketing Agreement dated September 25, 2006, between Carg ill, Incorporated and Buffalo Lake Energy, LLC
            (incorporated by reference to Exh ibit 10.5 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)


                                                            II-4
Number    Descripti on

   10.9   Ethanol Marketing Agreement dated September 25, 2006, between Carg ill, Incorporated and Pioneer Trail Energy, LLC
            (incorporated by reference to Exh ibit 10.6 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.10   Distillers Grains Marketing Agreement dated September 25, 2006, between Cargill, Incorporated and Buffalo Lake
            Energy, LLC (incorporated by reference to Exhib it 10.7 to the Co mpany’s Amendment #1 to Reg istration Statement to
            Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.11   Distillers Grains Marketing Agreement dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail
            Energy, LLC (incorporated by reference to Exhib it 10.8 to the Co mpany’s Amendment #1 to Reg istration Statement to
            Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.12   Corn Supply Agreement dated September 25, 2006, between Cargill, Incorporated and Buffalo Lake Energy, LLC
            (incorporated by reference to Exh ibit 10.9 to the Co mpany’s Amend ment #5 to Registration Statement to Form S-1 (file
            no. 333-139203) filed May 15, 2007)
  10.13   Corn Supply Agreement dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail Energy, LLC
            (incorporated by reference to Exh ibit 10.10 to the Co mpany’s Amendment #5 to Reg istration Statement to Form S-1 (file
            no. 333-139203) filed May 15, 2007)
  10.14   Executive Emp loyment Agreement dated April 28, 2006, between BioFuel Energy, LLC and Scott H. Pearce (incorporated
            by reference to Exh ibit 10.11 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.15   Executive Emp loyment Agreement dated April 28, 2006, between BioFuel Energy, LLC and Daniel J. Simon (incorporated
            by reference to Exh ibit 10.12 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.16   Written Terms of Emp loy ment dated March 9, 2010 between BioFuel Energy Corp. and Dan iel J. Simon (incorporated by
            reference to Exh ibit 10.1 to the Co mpany’s Current Report on Form 8-K filed April 1, 2010)
  10.17   Executive Severance, Release and Waiver Agreement dated June 2, 2010 between Bio Fuel Energy Corp. and Daniel J.
            Simon (incorporated by reference to Exh ibit 10.1 to the Co mpany ’s Current Report on Form 8-K filed June 3, 2010)
  10.18   Engineering, Procurement and Construction Agreement dated April 28, 2006, between Pioneer Trail Energy, LLC and
            TIC-The Industrial Co mpany Wyoming, Inc. (incorporated by reference to Exh ibit 10.13 to the Co mpany’s
            Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.19   First Amendment to the Engineering, Procurement and Construction Agreement between Pioneer Trail Energy, LLC and
            TIC-The Industrial Co mpany Wyoming, Inc., dated August 28, 2006 (incorporated by reference to Exh ibit 10.13.1 to the
            Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)


                                                            II-5
Number    Descripti on

  10.20   Engineering, Procurement and Construction Agreement dated June 9, 2006, between Buffalo Lake Energy, LLC and
            TIC-The Industrial Co mpany Wyoming, Inc. (incorporated by reference to Exh ibit 10.14 to the Co mpany’s
            Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.21   Master Agreement dated September 25, 2006, between Cargill, Incorporated and Buffalo Lake Energy, LLC (incorporated
            by reference to Exh ibit 10.15 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.22   Master Agreement dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail Energy, LLC (incorporated
            by reference to Exh ibit 10.16 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.23   Grain Facility Lease dated September 25, 2006, between Carg ill, Incorporated and Buffalo Lake Energy, LLC (incorporated
            by reference to Exh ibit 10.17 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.24   Grain Facility Lease and Sublease dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail Energy, LLC
            (incorporated by reference to Exh ibit 10.18 to the Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.25   Carg ill Direct Futures Advisory Agreement dated September 25, 2006, between Cargill Co mmodity Services Inc. and
            Buffalo Lake Energy, LLC (incorporated by reference to Exh ibit 10.19 to the Co mpany’s Amendment #1 to Registration
            Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.26   Carg ill Direct Futures Advisory Agreement dated September 25, 2006, between Cargill Co mmodity Services Inc. and
            Pioneer Trail Energy, LLC (incorporated by reference to Exh ibit 10.20 to the Co mpany’s Amendment #1 to Reg istration
            Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.27   Loan Agreement dated September 25, 2006, between BioFuel Energy, LLC, the lenders party thereto and Greenlight
            APE, LLC, as administrative agent (incorporated by reference to Exh ibit 10.21 to the Co mpany’s Amendment #1 to
            Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.28   Loan Agreement dated as of September 24, 2010, by and among BioFuel Energy Corp., Greenlight Cap ital, LP, Greenlight
            Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offshore Partners, Green light Capital Offshore
            Master (Go ld), Ltd., Greenlight Reinsurance, Ltd. and Third Po int Loan LLC and Green light APE, LLC, as ad min istrative
            agent (incorporated by reference to Exh ibit 10.1 to the Co mpany ’s Current Report on Form 8-K filed September 27,
            2010)
  10.29   Rights Offering Letter Agreement dated as of September 24, 2010, by and among BioFuel Energy Corp., Greenlight
            Capital, LP, Green light Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offshore Partners,
            Greenlight Cap ital Offshore Master (Go ld), Ltd., Greenlight Reinsurance, Ltd. and Third Po int Loan LLC (incorporated
            by reference to Exh ibit 10.2 to the Co mpany’s Current Report on Form 8-K filed September 27, 2010)


                                                            II-6
Number    Descripti on

  10.30   Form of A mended and Restated Rights Offering Letter Agreement by and among the registrant, BioFuel Energy, LLC,
            Greenlight Cap ital, LP, Greenlight Capital Qualified, LP, Green light Capital (Go ld), LP, Greenlight Cap ital Offshore
            Partners, Green light Capital Offshore Master (Gold), Ltd., Greenlight Reinsurance, Ltd., Th ird Po int Loan LLC and Third
            Point Advisors, LLC *
  10.31   Vot ing Agreement dated as of September 24, 2010 by Greenlight Cap ital, LP, Greenlight Cap ital Qualified, LP, Greenlight
            Capital (Gold), LP, Green light Capital Offshore Partners, Greenlight Capital Offshore Master (Go ld), Ltd. and Greenlight
            Reinsurance, Ltd. (incorporated by reference to Exhib it 10.3 to the Co mpany ’s Current Report on Form 8-K filed
            September 27, 2010)
  10.32   Vot ing Agreement dated as of September 24, 2010 by Third Point Loan LLC (incorporated by reference to Exh ibit 10.4 to
            the Co mpany’s Current Report on Form 8-K filed September 27, 2010)
  13.33   Form of A mended and Restated Voting Agreement between BioFuel Energy Corp. and Greenlight Capital, LP, Green light
            Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offsho re Partners, Green light Capital Offshore
            Master (Go ld), Ltd. and Green light Reinsurance, Ltd. *
  10.34   Form of A mended and Restated Voting Agreement between BioFuel Energy Corp. and Third Point Loan LLC *
  10.35   Letter Agreement dated as of September 23, 2010, by and among BioFuel Energy Corp., BFE Operating Co mpany, LLC,
            Pioneer Trail Energy, LLC, Buffalo Lake Energy, LLC, Cargill, Incorporated and Cargill Co mmodity Services, Inc.
            (incorporated by reference to Exh ibit 10.5 to the Co mpany’s Current Report on Form 8-K filed September 27, 2010) #
  10.36   Waiver Letter, dated September 24, 2010, by Scott H. Pearce, President and Chief Executive Officer, Kelly G. Maguire,
            Executive Vice President and Chief Financial Officer, Doug Anderson, Vice President of Operations, and Mark Zoeller,
            Vice President and General Counsel (incorporated by reference to Exhib it 10.1 to the Co mpany ’s Current Report filed
            September 30, 2010)
  10.37   BioFuel Energy, LLC Deferred Co mpensation Plan for Select Emp loyees (incorporated by reference to Exhib it 10.22 to the
            Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.38   BioFuel Energy Amended and Restated Deferred Co mpensation Plan for Select Emp loyees (incorporated by reference to
            Exh ib it 10.22.1 to the Co mpany’s Annual Report on Form 10-K filed March 12, 2008)
  10.39   BioFuel Energy, LLC Change of Control Plan (incorporated by reference to Exhib it 10.23 to the Co mpany’s Amend ment #1
            to Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.40   BioFuel Energy Corp 2007 Equity Incentive Co mpensation Plan (incorporated by reference to Exhib it 10.24 to the
            Co mpany’s Annual Report on Form 10-K filed March 12, 2008)
  10.41   BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Docu ment (incorporated by reference to Exhib it 10.25 to the
            Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.42   Amend ment to BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Docu ment (incorporated by reference to
            Exh ib it 10.25.1 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
            January 24, 2007)
  10.43   Amend ment to BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Docu ment (incorporated by reference to
            Exh ib it 10.25.2 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
            January 24, 2007)


                                                             II-7
      Number       Descripti on

        10.44      Addendum to BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Document (incorporated by reference to
                     Exh ib it 10.25.3 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
                     January 24, 2007)
        10.45      BioFuel Energy, LLC 401(k) Profit Sharing Plan Adoption Agreement (incorporated by reference to Exh ibit 10.26 to the
                     Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
        10.46      Addendum to BioFuel Energy, LLC 401(k) Profit Sharing Plan Adoption Agreement (incorporated by reference to
                     Exh ib it 10.26.1 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
                     January 24, 2007)
        10.47      Tax Benefit Sharing Agreement between Bio Fuel Energy Corp. and the parties listed on the signature page thereto dated
                     June 19, 2007 (incorporated by reference to Exh ibit 10.3 to the Co mpany’s Form 10-Q filed August 14, 2007)
        10.48      License Agreement dated June 9, 2006 between Delta-T Corporation and Buffalo Lake Energy, LLC (incorporated by
                     reference to Exh ibit 10.28 to the Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203)
                     filed January 24, 2007)
        10.49      License Agreement dated April 28, 2006 between Delta-T Corporation and Pioneer Trail Energy, LLC (incorporated by
                     reference to Exh ibit 10.29 to the Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203)
                     filed January 24, 2007)
        10.50      Stockholders Agreement between BioFuel Energy Co rp. and Cargill Bio fuel Investments, LLC dated June 19, 2007
                     (incorporated by reference to Exh ibit 10.4 to the Co mpany’s Form 10-Q filed August 14, 2007)
        10.51      Agreement and Omn ibus Amendment dated as of July 30, 2009, among Buffalo Lake Energy, LLC, Cargill, Incorporated
                     and Cargill Co mmodity Services, Inc. (incorporated by reference to Exhib it 10.1 to the Co mpany ’s Quarterly Report on
                     Form 10-Q filed August 14, 2009)
        10.52      Agreement and Omn ibus Amendment dated as of July 30, 2009, among Pioneer Trail Energy, LLC, Cargill, Incorporated
                     and Cargill Co mmodity Services, Inc. (incorporated by reference to Exhib it 10.2 to the Co mpany ’s Quarterly Report on
                     Form 10-Q filed August 14, 2009)
         21.1      List of Subsidiaries of BioFuel Energy Corp. (incorporated by reference to Exh ibit 21.1 to the Co mpany ’s Annual Report on
                     Form 10-K filed March 30, 2010)
         23.1      Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm *
         23.2      Consent of Cravath, Swaine & Moore LLP (contained in Exhib it 5.1)
         23.3      Consent of Cravath, Swaine & Moore LLP (contained in Exhib it 8.1)
         24.1      Powers of Attorney (included in signature page to the Registration Statement)
         99.1      Form of Instructions as to Use of Rights Cert ificate *
         99.2      Form of Letter to Record Holders *
         99.3      Form of Letter to No minee Ho lders Whose Clients are Beneficial Owners *
         99.4      Form of Letter to Clients of No minee Holders *



  *    Filed herewith.
 **    To be filed by amendment.
***    Filed previously.
  #    Application has been made to the Securities and Exchange Co mmission for confidential treat ment of certain p rovisions of this exh ibit.
       Omitted material for which confidential treat ment has been requested has been filed separately with the Securit ies and Exc hange
       Co mmission.

(b) Financial Statement Schedule


                                                                       II-8
     Number         Descripti on
          I         Condensed Financial Information (incorporated by reference to the Co mpany ’s Annual Report on Form 10-K filed March
                      30, 2010)

Item 17. Undertakings

The undersigned registrant hereby undertakes:

                    1.   To file, during any period in which o ffers or sales are being made, a post -effective amend ment to this registration
                         statement:

                            i.     To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

                            ii.    To reflect in the prospectus any facts or events arising after the effective date of the reg istration statement (or
                                   the most recent post-effective amendment thereof) wh ich, individually or in the aggregate, represent a
                                   fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
                                   any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
                                   exceed that which was registered) and any deviation fro m the low o r high end of the estimated maximu m
                                   offering range may be reflected in the form of prospectus filed with the Co mmission pursuant to Rule 424(b) if,
                                   in the aggregate, the changes in volu me and price represent no more than 20% change in the maximu m
                                   aggregate offering price set forth in the ―Calculation of Reg istration Fee‖ table in the effective registration
                                   statement.

                            iii.    To include any material information with respect to the plan of distribution not previously disclosed in the
                                    registration statement or any material change to such information in the reg istration statement;

                    2.   That, for the purpose of determin ing any liab ility under the Securit ies Act of 1933, as amended, each such
                         post-effective amend ment shall be deemed to be a new reg istration statement relating to the securities offered therein,
                         and the offering of such securities at that time shall be deemed to be the init ial bona fide offering thereof.

                    3.   To remove fro m registration by means of a post-effective amendment any of the securities being registered which
                         remain unsold at the termination of the offering.

                    4.   That, for the purpose of determin ing liability of the registrant under the Securities Act of 1933, as amended, to any
                         purchaser in the in itial distribution of the securities: The undersigned registrant undertakes that in a primary offering of
                         securities of the undersigned registrant pursuant to this registration statement, regardless of the underwrit ing method
                         used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
                         following commun ications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
                         or sell such securities to such purchaser:

                            i.     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be
                                   filed pursuant to Rule 424;

                            ii.    Any free writ ing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or
                                   used or referred to by the undersigned registrant;

                            iii.    The portion of any other free writing prospectus relating to the offering containing material information about
                                    the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

                            iv. Any other communicat ion that is an offer in the offering made by the undersigned registrant to the purchaser.

          Insofar as indemnificat ion for liabilit ies arising under the Securit ies Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been a dvised that in the opinion of
the Securities and Exchange Co mmission such indemnification is against public policy as expressed in the Securities Act of 19 33, as amended,
and is, therefore, unenforceable. In the event that a claim fo r indemn ification again st such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any act ion, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnificat ion by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudicat ion of such issue.
II-9
                                                                 Signatures

          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 t o the
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colo rado, on Nove mber 17, 2010.

                                                                        BioFuel Energy Corp.,

                                                                        By:     /s/ Scott H. Pearce
                                                                                Name: Scott H. Pearce
                                                                                Title: President and CEO

        Pursuant to the requirements of the Securities Act of 1933, as amended, this A mendment No. 1 to the registration statement ha s been
signed by the following persons in the capacities indicated on November 17, 2010.

                    Signature                                                               Title

                /s/ Scott H. Pearce                                    President, Ch ief Executive Officer and Director
                  Scott H. Pearce                                               (Principal Executive Officer)

               /s/ Kelly G. Maguire                                 Executive Vice President and Chief Financial Officer
                 Kelly G. Maguire                                      (Principal Financial and Accounting Officer)

                       *                                                      Director, Chairman of the Board
                 Mark W. Wong

                         *                                                                 Director
                Elizabeth K. Blake
                  Signature         Title

                      *            Director
                David Einhorn

                      *            Director
               Richard I. Jaffee

                      *            Director
                John D. March

                       *           Director
               Ernest J. Sampias

*By: /s/ Scott H. Pearce
     Name: Scott H. Pearce
     Title: Attorney-in-Fact
                                                    EXHIB IT INDEX

Number    Descripti on

    3.1   Amended and Restated Certificate of Incorporation of BioFuel Energy Corp. (incorporated by reference to Exh ibit 3.1 to the
            Co mpany’s Form 8-K filed June 19, 2007)
    3.2   Amended and Restated Bylaws of Bio Fuel Energy Corp. dated March 20, 2009 (incorporated by reference to Exhib it 3.2 to
            the Co mpany’s Form 8-K filed March 23, 2009)
    4.1   Specimen Co mmon Stock Certificate (incorporated by reference to Exh ibit 4.1 to the Co mpany’s Amendment #3 to
            Registration Statement to Form S-1 (file no. 333-139203) filed April 23, 2007)
    4.2   Specimen Cert ificate for Shares of Series A Non-Vot ing Convertib le Preferred Stock *
    4.3   Cert ificate of Designations of Series A Non-Vot ing Convertible Preferred Stock *
    4.4   Form of Rights Cert ificate *
    4.5   Form of Depositary Receipt **
    4.6   Form of Deposit Agreement **
    5.1   Opinion of Cravath, Swaine & Moore LLP regarding validity of the securities being issued **
    8.1   Opinion of Cravath, Swaine & Moore LLP regarding certain tax matters **
   10.1   Second Amended and Restated Limited Liability Co mpany Agreement of BioFuel Energy, LLC dated June 19, 2007
            (incorporated by reference to Exh ibit 10.1 to the Co mpany’s Form 10-Q filed August 14, 2007)
   10.2   Form of Third A mended and Restated Limited Liability Co mpany Agreement of Bio Fuel Energy, LLC *
   10.3   Cred it Agreement dated September 25, 2006, among BFE Operat ing Co mpany, LLC, Buffalo Lake Energy, LLC and
            Pioneer Trail Energy, LLC, as borrowers, BFE Operating Co mpany, LLC, as borrowers’ agent, various financial
            institutions fro m time to time, as lenders, Deutsche Bank Trust Co mpany Americas, as collateral agent, and BNP Paribas,
            as administrative agent and arranger *
   10.4   Waiver and Amend ment dated September 29, 2009, to the Credit Ag reement dated September 25, 2006 and Co llateral
            Account Agreement dated September 25, 2006 (incorporated by reference to Exhib it 10.1 to the Co mpany ’s Current
            Report on Form 8-K filed September 30, 2009)
   10.5   Collateral Account Agreement dated September 25, 2006, among BFE Operating Co mpany, LLC, Bu ffalo Lake
            Energy, LLC, Pioneer Trail Energy, LLC, as borrowers, BFE Operating Co mpany, LLC, as borrowers’ agent, Deutsche
            Bank Trust Co mpany Americas, as collateral agent, and Deutsche Bank Trust Company A mer icas, as depositary agent
            and securities intermediary (incorporated by reference to Exhib it 10.3 to the Co mpany’s Amendment #1 to Reg istration
            Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
   10.6   Registration Rights Agreement between BioFuel Energy Corp. and the parties listed on the signature page thereto dated
            June 19, 2007 (incorporated by reference to Exh ibit 10.2 to the Co mpany’s Form 10-Q filed August 14, 2007)
   10.7   Form of A mended and Restated Registration Rights Agreement between Bio Fuel Energy Corp. and the parties listed on the
            signature page thereto *
Number    Descripti on

   10.8   Ethanol Marketing Agreement dated September 25, 2006, between Carg ill, Incorporated and Buffalo Lake Energy, LLC
            (incorporated by reference to Exh ibit 10.5 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
   10.9   Ethanol Marketing Agreement dated September 25, 2006, between Carg ill, Incorporated and Pioneer Trail Energy, LLC
            (incorporated by reference to Exh ibit 10.6 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.10   Distillers Grains Marketing Agreement dated September 25, 2006, between Cargill, Incorporated and Buffalo Lake
            Energy, LLC (incorporated by reference to Exhib it 10.7 to the Co mpany’s Amendment #1 to Reg istration Statement to
            Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.11   Distillers Grains Marketing Agreement dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail
            Energy, LLC (incorporated by reference to Exhib it 10.8 to the Co mpany’s Amendment #1 to Reg istration Statement to
            Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.12   Corn Supply Agreement dated September 25, 2006, between Cargill, Incorporated and Buffalo Lake Energy, LLC
            (incorporated by reference to Exh ibit 10.9 to the Co mpany’s Amend ment #5 to Registration Statement to Form S-1 (file
            no. 333-139203) filed May 15, 2007)
  10.13   Corn Supply Agreement dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail Energy, LLC
            (incorporated by reference to Exh ibit 10.10 to the Co mpany’s Amendment #5 to Reg istration Statement to Form S-1 (file
            no. 333-139203) filed May 15, 2007)
  10.14   Executive Emp loyment Agreement dated April 28, 2006, between BioFuel Energy, LLC and Scott H. Pearce (incorporated
            by reference to Exh ibit 10.11 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.15   Executive Emp loyment Agreement dated April 28, 2006, between BioFuel Energy, LLC and Daniel J. Simon (incorporated
            by reference to Exh ibit 10.12 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.16   Written Terms of Emp loy ment dated March 9, 2010 between BioFuel Energy Corp. and Dan iel J. Simon (incorporated by
            reference to Exh ibit 10.1 to the Co mpany’s Current Report on Form 8-K filed April 1, 2010)
  10.17   Executive Severance, Release and Waiver Agreement dated June 2, 2010 between Bio Fuel Energy Corp. and Daniel J.
            Simon (incorporated by reference to Exh ibit 10.1 to the Co mpany ’s Current Report on Form 8-K filed June 3, 2010)
  10.18   Engineering, Procurement and Construction Agreement dated April 28, 2006, between Pioneer Trail Energy, LLC and
            TIC-The Industrial Co mpany Wyoming, Inc. (incorporated by reference to Exh ibit 10.13 to the Co mpany’s
            Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
Number    Descripti on

  10.19   First Amendment to the Engineering, Procurement and Construction Agreement between Pioneer Trail Energy, LLC and
            TIC-The Industrial Co mpany Wyoming, Inc., dated August 28, 2006 (incorporated by reference to Exh ibit 10.13.1 to the
            Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.20   Engineering, Procurement and Construction Agreement dated June 9, 2006, between Buffalo Lake Energy, LLC and
            TIC-The Industrial Co mpany Wyoming, Inc. (incorporated by reference to Exh ibit 10.14 to the Co mpany’s
            Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.21   Master Agreement dated September 25, 2006, between Cargill, Incorporated and Buffalo Lake Energy, LLC (incorporated
            by reference to Exh ibit 10.15 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.22   Master Agreement dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail Energy, LLC (incorporated
            by reference to Exh ibit 10.16 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.23   Grain Facility Lease dated September 25, 2006, between Carg ill, Incorporated and Buffalo Lake Energy, LLC (incorporated
            by reference to Exh ibit 10.17 to the Co mpany’s Amendment #1 to Registration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.24   Grain Facility Lease and Sublease dated September 25, 2006, between Cargill, Incorporated and Pioneer Trail Energy, LLC
            (incorporated by reference to Exh ibit 10.18 to the Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file
            no. 333-139203) filed January 24, 2007)
  10.25   Carg ill Direct Futures Advisory Agreement dated September 25, 2006, between Cargill Co mmodity Services Inc. and
            Buffalo Lake Energy, LLC (incorporated by reference to Exh ibit 10.19 to the Co mpany’s Amendment #1 to Registration
            Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.26   Carg ill Direct Futures Advisory Agreement dated September 25, 2006, between Cargill Co mmodity Services Inc. and
            Pioneer Trail Energy, LLC (incorporated by reference to Exh ibit 10.20 to the Co mpany’s Amendment #1 to Reg istration
            Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.27   Loan Agreement dated September 25, 2006, between BioFuel Energy, LLC, the lenders party thereto and Greenlight
            APE, LLC, as administrative agent (incorporated by reference to Exh ibit 10.21 to the Co mpany’s Amendment #1 to
            Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.28   Loan Agreement dated as of September 24, 2010, by and among BioFuel Energy Corp., Greenlight Cap ital, LP, Greenlight
            Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offshore Partners, Green light Capital Offshore
            Master (Go ld), Ltd., Greenlight Reinsurance, Ltd. and Third Po int Loan LLC and Green light APE, LLC, as ad min istrative
            agent (incorporated by reference to Exh ibit 10.1 to the Co mpany’s Current Report on Form 8-K filed September 27,
            2010)
Number    Descripti on

  10.29   Rights Offering Letter Agreement dated as of September 24, 2010, by and among BioFuel Energy Corp., Greenlight
            Capital, LP, Green light Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offshore Partners,
            Greenlight Cap ital Offshore Master (Go ld), Ltd., Greenlight Reinsurance, Ltd. and Third Po int Loan LLC (incorporated
            by reference to Exh ibit 10.2 to the Co mpany’s Current Report on Form 8-K filed September 27, 2010)
  10.30   Form of A mended and Restated Rights Offering Letter Agreement by and among the registrant, BioFuel Energy, LLC,
            Greenlight Cap ital, LP, Greenlight Capital Qualified, LP, Green light Capital (Go ld), LP, Greenlight Cap ital Offshore
            Partners, Green light Capital Offshore Master (Gold), Ltd., Greenlight Reinsurance, Ltd., Th ird Po int Loan LLC and Third
            Point Advisors, LLC *
  10.31   Vot ing Agreement dated as of September 24, 2010 by Greenlight Cap ital, LP, Greenlight Cap ital Qualified, LP, Greenlight
            Capital (Gold), LP, Green light Capital Offshore Partners, Greenlight Capital Offshore Master (Go ld), Ltd. and Greenlight
            Reinsurance, Ltd. (incorporated by reference to Exhib it 10.3 to the Co mpany ’s Current Report on Form 8-K filed
            September 27, 2010)
  10.32   Vot ing Agreement dated as of September 24, 2010 by Third Point Loan LLC (incorporated by reference to Exh ibit 10.4 to
            the Co mpany’s Current Report on Form 8-K filed September 27, 2010)
  13.33   Form of A mended and Restated Voting Agreement between BioFuel Energy Corp. and Greenlight Capital, LP, Green light
            Capital Qualified, LP, Greenlight Cap ital (Go ld), LP, Greenlight Capital Offshore Partners, Green light Capital Offshore
            Master (Go ld), Ltd. and Green light Reinsurance, Ltd. *
  10.34   Form of A mended and Restated Voting Agreement between BioFuel Energy Corp. and Third Point Loan LLC *
  10.35   Letter Agreement dated as of September 23, 2010, by and among BioFuel Energy Corp., BFE Operating Co mpa ny, LLC,
            Pioneer Trail Energy, LLC, Buffalo Lake Energy, LLC, Cargill, Incorporated and Cargill Co mmodity Services, Inc.
            (incorporated by reference to Exh ibit 10.5 to the Co mpany ’s Current Report on Form 8-K filed September 27, 2010) #
  10.36   Waiver Letter, dated September 24, 2010, by Scott H. Pearce, President and Chief Executive Officer, Kelly G. Maguire,
            Executive Vice President and Chief Financial Officer, Doug Anderson, Vice President of Operations, and Mark Zoeller,
            Vice President and General Couns el (incorporated by reference to Exhib it 10.1 to the Co mpany ’s Current Report filed
            September 30, 2010)
  10.37   BioFuel Energy, LLC Deferred Co mpensation Plan for Select Emp loyees (incorporated by reference to Exhib it 10.22 to the
            Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.38   BioFuel Energy Amended and Restated Deferred Co mpensation Plan for Select Emp loyees (incorporated by reference to
            Exh ib it 10.22.1 to the Co mpany’s Annual Report on Form 10-K filed March 12, 2008)
  10.39   BioFuel Energy, LLC Change of Control Plan (incorporated by reference to Exhib it 10.23 to the Co mpany’s Amend ment #1
            to Registration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.40   BioFuel Energy Corp 2007 Equity Incentive Co mpensation Plan (incorporated by reference to Exhib it 10.24 to the
            Co mpany’s Annual Report on Form 10-K filed March 12, 2008)
  10.41   BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Docu ment (incorporated by reference to Exhib it 10.25 to the
            Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
Number    Descripti on

  10.42   Amend ment to BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Docu ment (incorporated by reference to
            Exh ib it 10.25.1 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
            January 24, 2007)
  10.43   Amend ment to BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Docu ment (incorporated by reference to
            Exh ib it 10.25.2 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
            January 24, 2007)
  10.44   Addendum to BioFuel Energy, LLC 401(k) Profit Sharing Prototype Plan Document (incorporated by reference to
            Exh ib it 10.25.3 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
            January 24, 2007)
  10.45   BioFuel Energy, LLC 401(k) Profit Sharing Plan Adoption Agreement (incorporated by reference to Exh ibit 10.26 to the
            Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203) filed January 24, 2007)
  10.46   Addendum to BioFuel Energy, LLC 401(k) Profit Sharing Plan Adoption Agreement (incorporated by reference to
            Exh ib it 10.26.1 to the Co mpany’s Amend ment #1 to Registration Statement to Form S-1 (file no. 333-139203) filed
            January 24, 2007)
  10.47   Tax Benefit Sharing Agreement between Bio Fuel Energy Corp. and the parties listed on the signature page thereto dated
            June 19, 2007 (incorporated by reference to Exh ibit 10.3 to the Co mpany’s Form 10-Q filed August 14, 2007)
  10.48   License Agreement dated June 9, 2006 between Delta-T Corporation and Buffalo Lake Energy, LLC (incorporated by
            reference to Exh ibit 10.28 to the Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203)
            filed January 24, 2007)
  10.49   License Agreement dated April 28, 2006 between Delta-T Corporation and Pioneer Trail Energy, LLC (incorporated by
            reference to Exh ibit 10.29 to the Co mpany’s Amendment #1 to Reg istration Statement to Form S-1 (file no. 333-139203)
            filed January 24, 2007)
  10.50   Stockholders Agreement between BioFuel Energy Co rp. and Cargill Bio fuel Investments, LLC dated June 19, 2007
            (incorporated by reference to Exh ibit 10.4 to the Co mpany’s Form 10-Q filed August 14, 2007)
  10.51   Agreement and Omn ibus Amendment dated as of July 30, 2009, among Buffalo Lake Energy, LLC, Cargill, Incorporated
            and Cargill Co mmodity Services, Inc. (incorporated by reference to Exhib it 10.1 to the Co mpa ny’s Quarterly Report on
            Form 10-Q filed August 14, 2009)
  10.52   Agreement and Omn ibus Amendment dated as of July 30, 2009, among Pioneer Trail Energy, LLC, Cargill, Incorporated
            and Cargill Co mmodity Services, Inc. (incorporated by reference to Exhib it 10.2 to the Co mpany’s Quarterly Report on
            Form 10-Q filed August 14, 2009)
   21.1   List of Subsidiaries of BioFuel Energy Corp. (incorporated by reference to Exh ibit 21.1 to the Co mpany ’s Annual Report on
            Form 10-K filed March 30, 2010)
   23.1   Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm *
   23.2   Consent of Cravath, Swaine & Moore LLP (contained in Exhib it 5.1)
   23.3   Consent of Cravath, Swaine & Moore LLP (contained in Exhib it 8.1)
   24.1   Powers of Attorney (included in signature page to the Registration Statement)
   99.1   Form of Instructions as to Use of Rights Cert ificate *
   99.2   Form of Letter to Record Holders *
      Number       Descripti on

         99.3      Form of Letter to No minee Ho lders Whose Clients are Beneficial Owners *
         99.4      Form of Letter to Clients of No minee Holders *



  *    Filed herewith.
 **    To be filed by amendment.
***    Filed previously.
  #    Application has been made to the Securities and Exchange Co mmission for confidential treat ment of certain p rovisions of this exh ibit.
       Omitted material for which confidential treat ment has been requested has been filed separately with the Securit ies and Exchange
       Co mmission.
                                                                                                                                         Exhi bit 4.2

                         [FORM OF FA CE OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK]

Cert ificate Nu mber [______]                                                                           Nu mber of Shares of Series A Non-Vot ing
                                                                                                            Convertible Preferred Stock [______]

                                                         BIOFUEL EN ERGY CORP.
                                                Series A Non-Voting Convertible Preferred Stock
                                                           (par value $0.01 per share)

 BIOFUEL ENERGY CORP., a Delaware corporation (the ― Corporati on ‖), hereby certifies that [______] (the ― Hol der ‖) is the registered
owner of [______] fully paid and non-assessable shares of the Corporation’s designated Series A Non-Voting Convertible Preferred Stock,
with a par value of $0.01 per share and a liquidation preference of $[] per share (the ― Series A Non-Voting Converti ble Preferred Stock
‖). The shares of Series A Non-Vot ing Convertible Preferred Stock are transferable on the books and records of the Registrar, with the written
consent of the Corporation, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for
transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series A Non -Voting Convertible
Preferred Stock represented hereby are and shall in all respects be subject to the provisions o f the Certificate of Designations dated [] as the
same may be amended fro m time to time (the ― Certificate of Designations ‖). Capitalized terms used herein but not defined shall have the
mean ing given them in the Certificate of Designations. The Corporat ion will provide a copy of the Cert ificate of Designations to the Holder
without charge upon written request to the Corporation at its principal place of business.

Reference is hereby made to the Cert ificate of Designations, which shall fo r all purposes have the same effect as if set forth at this place.

Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the bene fits thereunder.

 Unless the Registrar has properly countersigned, these shares of Series A Non-Vot ing Convertib le Preferred Stock shall not be entitled to any
benefit under the Certificate of Designations or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by an officer of the Corporation this [__ _____] of
[_______] [_______].

                                                                           BIOFUEL ENERGY CORP.

                                                                           By:
                                                                                 Name:
                                                                                 Title:
                                                 REGISTRAR’S COUNTERSIGNATURE

These are shares of Series A Non-Voting Convertible Preferred Stock referred to in the within-mentioned Certificate of Desig nations.

Dated: [_______], [_______]

THE BANK OF NEW YORK M ELLON,
as Registrar

By:
        Name:
        Title:
            [FORM OF REVERSE OF CERTIFICATE FOR SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK]

 The shares of Series A Non-Vot ing Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in
the Certificate of Designations.

 The Corporat ion shall furn ish without charge to each holder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
                                                                 ASSIGNM ENT

 FOR VA LUE RECEIVED, the undersigned assigns and transfers the shares of Series A Non -Voting Convertible Preferred Stock evidenced
hereby to:


                                   (Insert assignee’s social security or ta xpayer identification number, if any)



                                                    (Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series A Non-Voting Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The
agent may substitute another to act for him or her.
Date:

Signature:
(Sign exactly as your name appears on the other side of this Certificate)

Signature
Guarantee:

(Signature must be guaranteed by an ―eligib le guarantor institution‖ that is a bank, stockbroker, savings and loan association or credit union
meet ing the requirements of the Transfer Agent, which requirements include membership or participation in the Securit ies Tran sfer Agents
Medallion Program (― STAMP ‖) or such other ―signature guarantee program‖ as may be determined by the Transfer Agent in addition to, or
in substitution for, STAMP, all in accordance with the Securit ies Exchange Act of 1934, as amended.)
                                                                                                                                      Exhi bit 4.3

                                                         BIOFUEL EN ERGY CORP.




                                              CERTIFICATE OF DES IGNATIONS
                                             PURS UANT TO S ECTION 151 OF THE
                                  GEN ERAL CORPORATION LAW OF THE S TATE OF DELAWARE




                                   SERIES A NON-VOTING CONVERTIB LE PREFERRED STOCK

                                                               (Par Value $0.01)




         The undersigned, being a duly authorized officer of BioFuel Energy Corp., a corporation organized and existing under the laws of the
State of Delaware (the ― Corporation ‖), does hereby certify that:

         Pursuant to the authority vested in the Board of Directors of the Corporation (the ― Board of Directors ‖) by the Amen ded and
Restated Certificate of Incorporation of the Corporation (the ― Certificate of Incorporation ‖), the Board of Directors, o n [ ], 2010, in
accordance with Section 151(g) of the General Corporation Law of the state of Delaware, duly adopted the following resolution establishing a
series of 2,000,000 shares of the Corporat ion’s Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share (the ― Series A
Non-Voting Converti ble Preferred Stock ‖):

          RESOLVED, that pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation, the Board of D irectors
hereby establishes a series of Series A Non-Voting Convertible Preferred Stock of the Corporation and hereby states the number of shares, and
fixes the powers, designations and preferences and conversion, relative, participating, optional and other rights, and the qu alificat ions,
limitat ions and restrictions thereof, of such series of shares as follows:

                                   SERIES A NON-VOTING CONVERTIB LE PREFERRED STOCK

1.        Designation; Nu mber of Shares .

         There shall be created fro m the 5,000,000 shares of preferred stock, par value $0.01 per share (the ― Preferred Stock ‖), authorized to
be issued by the Cert ificate of Incorporation, a series of Preferred Stock designated as ―Series A Non-Voting Convertible Preferred Stock‖ (the
― Series A Non-Voting Converti ble Preferred Stock ‖), and the number of shares constituting the Series A Non-Voting Convertible Preferred
Stock shall be 2,000,000. Such nu mber of shares may be increased (but no such increase shall result in an increase of the number of shares of
Series A Non-Voting Convertible Preferred Stock outstanding to a number greater than 5,000,000) or decreased by resolution of the Board of
Directors adopted and filed pursuant to Section 151(g) of the DGCL, or any successor provision, and by the filing of a certif icate of increase or
decrease with the Secretary of State of the State of Delaware; prov ided that no such decrease shall reduce the number of shares of Series A
Non-Voting Convertible Preferred Stock to a number less than the number of shares then outstanding; and provided further than no such
increase shall be made unless such increase would be permitted by Section 8.
2.        Definit ions . As used in this Cert ificate of Designations, the following terms shall have the follo wing mean ings:

        ― Additi onal Stock ‖ means any shares of Co mmon Stock or Co mmon Stock Equivalents issued other than (i) any shares of Common
        Stock issuable upon exercise of the warrants contemplated by the Loan Agreement by and among the Corporat ion and the lenders
        party thereto and Greenlight APE, L.L.C., as Administrative Agent, dated September 24, 2010, as such may be amended fro m time to
        time, or (ii) any shares of Co mmon Stock issued or issuable upon conversion of the Series A Non -Voting Convertible Preferred Stock.

        ― Board of Directors ‖ shall mean the Board of Directors of the Corporation.

        ― By-Laws ‖ shall mean the A mended and Restated Bylaws of the Corporation.

        ― Cargill Letter ‖ shall mean the letter agreement dated September 23, 2010 among the Corporation, Cargill, Inc., Carg ill Co mmodity
        Services, Inc., BFE Operat ing Co mpany, LLC, Pioneer Trail Energy, LLC and Buffalo Lake Energy, LLC, as such may be amende d
        fro m t ime to time.

        ― Cargill Stock Payment ‖ shall mean the issuance of shares of Series A Non-Vot ing Convertible Preferred Stock underlying any
        depositary shares to be issued to Cargill, Inc. in connection with the stock payment to Cargill, Inc. conte mp lated by clause (B) of the
        second sentence of the third to last paragraph of the Cargill Letter.

        ― Certificate of Incorporati on ‖ shall mean the Amended and Restated Certificate of Incorporation of the Corporation, as such may
        be amended fro m time to time.

        ― Class B Common Stock ‖ shall mean the class B common stock, par value $0.01 per share, of the Co rporation.

        ― Common Stock ‖ shall mean the co mmon stock, par value $0.01 per share, of the Corporation.

        ―Common Stock Equi valents‖ means any securities, options or rights convertible into or exchangeable for, or entit ling the holder
        thereof to receive, additional shares of Co mmon Stock (other than the Series A Non -Vot ing Convertible Preferred Stock).

        ― Conversion Date ‖ shall mean the date of the conversion of shares of Series A Non-Voting Convertib le Preferred Stock fo r shares
        of Co mmon Stock pursuant to Section 5.

        ― Conversion Rate ‖ shall be [       ] 1 , subject to adjustment pursuant to Section 6.

        ― Corporation ‖ shall mean BioFuel Energy Corp., a corporation organized and existing under the laws of the State of Delaware

        ― DGCL ‖ shall mean the General Corporation Law of the State of Delaware.

        ― Per Share Closing Price ‖ of the Co mmon Stock on any date means the closing sale price per share (or if no closing price is
        reported, the average of the closing bid and ask prices or, if mo re than one in either case, the average of the average closing bid and
        the average closing ask prices) on such date as reported on The Nasdaq Global Market (or such other principal national securities
        exchange on which the Co mmon Stock is then listed or authorized for quotation or, if not so listed or authorized for quotatio n, the
        average of the midpoint of the last bid and ask prices for the Co mmon Stock on the relevant date fro m each of at least three nationally
        recognized independent investment banking firms selected by the Corporation for this purpose).


1
 To be a fixed number determined by dividing the number of depositary shares actually purchased in the rights offering and pur suant to the
Backstop Co mmit ment by 2,000,000.


                                                                        -2-
    ― Registrar ‖ means the Transfer Agent.

           ― Requisite Stockhol der Approval ‖ means the approval by the holders of the Co mmon Stock and Class B Co mmon Stock of the
           authorization and issuance of all addit ional shares of Common Stock issuable upon conversion of all shares of Series A Non-Voting
           Convertible Preferred Stock at the Conversion Rate.

           ― Transfer Agent ‖ means The Bank of New York Mellon or any successor transfer agent appointed pursuant to Section 11.

3.          Dividends and Distributions . The holders of shares of Series A Non-Vot ing Convertib le Preferred Stock shall be entitled to
receive div idends or distributions (as applicable), out of any assets legally available therefo r, when, as and if such divide nds or distributions (as
applicable) are paid to the holders of the Common Stock; provided that each share of Series A Non-Vot ing Convertib le Preferred Stock shall
entitle the holder thereof to receive any such dividends or distributions (as applicable) in an amount equal to the aggre gate dividends or
distributions that would be entitled to be received by holders of a number of shares of Co mmon Stock equal to one mult iplied by the
Conversion Rate in effect at the applicab le time. Dividends shall be payable to holders of record of shares of Series A Non-Vot ing Convertible
Preferred Stock on the record date for the corresponding dividend or distribution on the Co mmon Stock.

4.           Liquidation .

           a.       In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, each holder of Series
                    A Non-Voting Convertible Preferred Stock shall be entit led to receive and to be paid out of the Corporation ’s assets
                    available for d istribution to its stockholders, before any payment or distribution is made to holders of Co mmon Stock o r any
                    other class of capital stock or series of Preferred Stock established after the original issue date of the Series A Non -Vot ing
                    Convertible Preferred Stock the terms of which do not expressly provide that such class or series shall ran k senior to or on a
                    parity with the Series A Non-Voting Convertible Preferred Stock as to rights upon the liquidation, dissolution or winding up
                    of the Corporation, but after any distribution on any class of capital stock or series of Preferred Stock o f the Co rporation
                    established after the original issue date of the Series A Non-Vot ing Convertible Preferred Stock the terms of which exp ressly
                    provide that such class or series shall rank senior to the Series A Non-Vot ing Convertible Preferred Stock as to rights upon
                    the liquidation, dissolution or winding up of the Corporation, a liquidation preference in an amount equal to $0.56 mult iplie d
                    by [      ] 2 , plus declared but unpaid dividends.


2
 To be a fixed number determined by dividing the number of depositary shares actually purchased in the rights offering and pur suant to the
Backstop Co mmit ment by 2,000,000.


                                                                          -3-
     b.      If, upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, the amounts payable with
             respect to the liquidation preference of the Series A Non-Voting Convertible Preferred Stock and any class of capital stock
             or series of preferred stock established after the original issue date of the Series A Non -Vot ing Convertib le Preferred Stock,
             the terms of which exp ressly provide that such class or series shall ran k on a parity with the Series A Non -Voting
             Convertible Preferred Stock as to rights upon the liquidation, dissolution or winding up of the Corporation (― Pari ty Stock
             ‖) are not paid in fu ll, the holders of the Series A Non-Voting Convertible Preferred Stock and the Parity Stock will share
             equally and ratably in any distribution of the Corporation’s assets in proportion to the full liquidation preference to wh ich
             they are entitled.

     c.      After payment of the fu ll amount of the liquidation preference to wh ich they are entitled, the holders of the Series A
             Non-Voting Convertible Preferred Stock will have no right or claim to any of the Corporat ion ’s remain ing assets in the event
             of the Corporation’s liquidation, dissolution or winding up.

     d.      Neither the sale, conveyance or other transfer of all or substantially all of the Corporation ’s assets or business (other than in
             connection with the Co rporation’s liquidation, d issolution or winding up), nor the Corporation’s merger or consolidation into
             or with any other person, will be deemed to be the Corporation ’s voluntary or involuntary liquidation, dissolution or wind ing
             up for purposes of this Section 4.

5.    Conversion . The Series A Non-Vot ing Convertible Preferred Stock shall be converted into Co mmon Stock as follo ws:

     a.      Each outstanding share of Series A Non-Vot ing Convertible Preferred Stock shall, immed iately following the Requisite
             Stockholder Approval, automat ically convert into a number of shares of Co mmon Stock equal to the Conversion Rate.

     b.      As soon as practicable after the Conversion Date, the Corporation shall (A ) issue and deliver to each record holder of shares
             of Series A Non-Voting Convertible Preferred Stock as of immed iately prior to the Conversion Date one or mo re cert ificates
             representing (or book entry notations representing) the number of shares of Co mmon Stock to wh ich such holder is entitled,
             together with a check or cash for pay ment of fractional shares (payable at the Per Share Closing Price of the Co mmon Stock
             at the close of business on the trading day next preceding the Conversion Date), if any, and (B) p ay to such holder, to the
             extent of funds legally available therefor, all declared but unpaid dividends on the shares of Series A Non -Voting
             Convertible Preferred Stock that are being converted into Co mmon Stock. Such conversion shall be made on the
             Conversion Date, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be
             treated for all purposes as the record holder of such shares of Co mmon Stock on the Conversion Date, regard less of whether
             the Corporation shall have actually delivered cert ificates representing (or book entry notations representing) such shares of
             Co mmon Stock as of such date. Fro m and after the Conversion Date, the shares of Series A Non-Voting Convertible
             Preferred Stock to be converted on the Conversion Date shall no longer be outstanding, and all rights of a holder thereof as a
             holder of Series A Non-Vot ing Convertib le Preferred Stock shall cease and terminate with respect to such shares (except for
             (i) the right to receive fro m the Co rporation certificates representing (or book entry notations representing) the Co mmon
             Stock issuable upon conversion, (ii) the right to receive any payment in lieu of a fractional share of Co mmon Stock and (iii)
             the right to receive, to the extent of funds legally availab le therefor, all declared but unpaid dividends on the shares of Series
             A Non-Voting Convertible Preferred Stock). If mo re than one share of Series A Non-Vot ing Convertible Preferred Stock is
             being surrendered for conversion at one time by the same holder, then the number o f fu ll shares of Co mmon Stock issuable
             upon conversion shall be calculated on the basis of the aggregate number of shares of Series A Non -Voting Convertible
             Preferred Stock so surrendered for conversion by such holder at such time.


                                                                   -4-
        c.        All shares of Co mmon Stock issued upon conversion of the shares of Series A Non -Voting Convertible Preferred Stock
                  shall, upon issuance by the Corporation, be duly and valid ly issued, fully paid and nonassessable, not issued in violat ion of
                  any preemptive rights arising under law or contract and free fro m all taxes, liens and charges with respect to the issuance
                  thereof, and the Corporation shall take no action that will cause a contrary result.

6.       Anti-dilution and Reco mputations of the Conversion Rate . The Conversion Rate shall be subject to adjustment from time to time as
follows:

        a.        Stock Dividends . If at any time after issuance of the Series A Non-Voting Convertible Preferred Stock the Corporation
                  shall pay or make a div idend or other distribution to holders of its Co mmon Stock solely in shares of Co mmon Stock, the
                  Conversion Rate in effect at the opening of business on the day follo wing the record date fixed for the determination of
                  stockholders entitled to receive such dividend or other distribution shall be increased by multip lying such Conversion Rate
                  by a fraction the numerator of which shall be the sum of (A ) the number of shares of Co mmon Stock outstanding at the close
                  of business on the date fixed for such determination and (B) the total nu mber of shares of Co mmon Stock constituting such
                  dividend or other distribution, and the denominator of wh ich shall be the nu mber of shares of Co mmon Stock outstanding at
                  the close of business on the date fixed fo r such determination. Such increase shall beco me effective immed iately after the
                  opening of business on the day following the date fixed for determination of the holders entitled to such dividend or other
                  distribution.

        b.        Stock Sp lits and Reverse Stock Sp lits . If at any time after issuance of the Series A Non-Voting Convertible Preferred Stock
                  the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Co mmon Stock, the
                  Conversion Rate in effect at the opening of business on the day follo wing the day upon which such subdivision becomes
                  effective shall be increased and, conversely, if the outstanding shares of Common Stock shall be comb ined into a smaller
                  number of shares of Co mmon Stock, the Conversion Rate in effect at the opening of business on the day following the day
                  upon which such combination becomes effective shall be decreased, in each case, to equal the product of the Conversion
                  Rate in effect on such date and a fraction the numerator of which shall be the number of shares of Co mmon Stock
                  outstanding immediately after such subdivision or comb ination, as the case may be, and the denominator of which shall be
                  the number of shares of Co mmon Stock outstanding immediately prio r to such subdivision or combination, as the case may
                  be. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the
                  day following the day upon which such subdivision or combination beco mes effective.


                                                                       -5-
c.   Sales of Co mmon Stock at a Price Below $0.56 . If at any time after issuance of the Series A Non-Vot ing Convertible
     Preferred Stock the Corporation shall issue and sell any shares of Additional Stock for an aggregate consideration per share
     less than $0.56, the Conversion Rate in effect immed iately prior to each such issuance shall be increased by mu ltiply ing the
     Conversion Rate then in effect by a fraction, (x) the nu merator of wh ich shall be the number of shares of Co mmon Stock
     outstanding immediately prio r to such issuance plus the number of shares of Additional Stock issued for an aggregate
     consideration per share less than $0.56 and (y) the denominator of which shall be the number o f shares of Co mmon Stock
     outstanding immediately prio r to such issuance plus the number of shares of Additional Stock that the aggregate
     consideration received by the Corporation for such issuance would purchase at a purchase price per share of $0.56. For
     purposes of this Section 6(c), the aggregate number of shares of Additional Stock deliverable upon conversion, exchange or
     exercise (assuming the satisfaction of any conditions to converting, exchanging or exercising, but without taking into
     account potential anti-d ilution adjustments) of any Co mmon Stock Equ ivalents shall be deemed to have been issued at the
     time such Co mmon Stock Equivalents were issued and sold and for a consideration per share (determined on an as -converted
     to Co mmon Stock basis) equal to the consideration received by the Corporation for any such Common Stock Equivalents,
     plus the additional consideration, if any, to be received by the Corporation upon the conversion, exchange or exercise of
     such Co mmon Stock Equivalents. In any case in wh ich the Conversion Rate is adjusted upon the issuance of a Co mmon
     Stock Equivalent, no further ad justment to the Conversion Rate shall be made upon the issuance o f Co mmon Stock resulting
     fro m the conversion, exchange or exercise of such Common Stock Equivalent. In the event of any change in the number of
     shares of Co mmon Stock deliverable o r in the consideration payable to the Corporation upon conversion, exchange or
     exercise of any Co mmon Stock Equivalents, the Conversion Rate of the Series A Non -Vot ing Convertib le Preferred Stock,
     to the extent in any way affected by such Common Stock Equivalents, shall be reco mputed to reflect such change. In the
     case of the issuance of shares of Addition Stock fo r cash, the consideration shall be deemed to be the aggregate amount of
     cash paid per share therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or
     incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. In the case
     of the issuance of shares of Additional Stock for a consideration in whole or in part other than cash, the consideration othe r
     than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors. Such increase
     shall become effective immediately after the opening of business on the day following the day upon which such issuance
     occurs.

d.   Consolidation, Merger, etc . If the Corporation shall enter into any consolidation, merger, co mb ination or other transaction
     in wh ich the Co mmon Stock is exchanged for or changed into other stock or securities, cash or any other property, then in
     any such case the then outstanding shares of Series A Non-Voting Convertible Preferred Stock shall at the same time be
     similarly exchanged or changed into an amount per share equal to the product of (i) the Conversion Rate then in effect and
     (ii) the aggregate amount of stock, securities, cash or any other property (payable in kind), as the case may be, into which or
     for which a single share of Co mmon Stock is exchanged or changed (assuming the holder of such share of Co mmon Stock
     exercised any rights of election, if any, exercised by the holders of a majority (or plurality, if applicable) o f the Co mmon
     Stock and received per share the kind and amount of consideration equal to the weighted average of the types and amounts
     of consideration received by a majority (or plurality, if applicable) o f similarly elect ing (or non-electing, as applicable)
     holders).


                                                          -6-
         e.       De Min imis Adjustments . No adjustment to the Conversion Rate need be made pursuant to this Section 6 until all
                  cumulat ive adjustments amount to 1% or mo re of the Conversion Rate as last adjusted. Any adjustments that are not made
                  shall be carried forward and taken into account in any subsequent adjustment.

         f.       Notice of Adjustment . Whenever the Conversion Rate is adjusted, the Corporation shall pro mptly mail to holders of record
                  of Series A Non-Voting Convertible Preferred Stock (if any), first class, postage prepaid, at the address of such record
                  holders as maintained by the Registrar, a notice of adjustment setting forth in reasonable detail the events giving rise to t he
                  adjustment and the calculation of the adjustment. A copy of such notice shall also be filed with the Registrar.

         g.       Rules of Calculation; Treasury Stock. A ll calculat ions under this Section 6 shall be made to the nearest one-hundredth of a
                  cent or to the nearest one-ten thousandth of a share. Except as explicitly provided herein, the number of shares of Co mmon
                  Stock outstanding shall be calcu lated on the basis of the number of issued and outstanding shares of Co mmon Stock, not
                  including shares held in the treasury of the Corporation.

7.          Voting Rights . The Series A Non-Voting Convertible Preferred Stock shall have no voting rights except as required by law or as
set forth in Section 8.

8.          Protective Provisions . So long as any shares of Series A Non-Voting Convertible Preferred Stock are outstanding, the Corporation
shall not (by amend ment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent , as provided by
law) of the holders of at least a majority of the then-outstanding shares of Series A Non-Voting Convertible Preferred Stock, voting separately
as a class:

         a.       authorize or issue additional shares of Series A Non-Voting Convertible Preferred Stock; provided that no such approval
                  shall be required in respect of any shares of Series A Non-Voting Convertible Preferred Stock to be authorized and issued in
                  connection with the Cargill Stock Pay ment;

         b.       authorize or issue any other series of preferred equity securities wh ich are senior or on parity with respect to liquidation or
                  dividend payments to the Series A Non-Vot ing Convertib le Preferred Stock; or

         c.       take any action that would amend, alter or modify the Certificate of Incorporation or By -Laws (whether by merger,
                  consolidation, conversion or otherwise) if such amend ment, alterat ion or modificat ion would adversely affect the rights,
                  preferences or privileges of the holders of the Series A Non-Voting Convertible Preferred Stock.


                                                                        -7-
9.        No Redemption; No Sinking Fund .

         a.       The shares of Series A Non-Voting Convertible Preferred Stock shall not be subject to redemption by the Corporation or at
                  the option of any holder of Series A Non-Voting Convertible Preferred Stock.

         b.       The shares of Series A Non-Voting Convertible Preferred Stock shall not be subject to or entitled to the operation of a
                  retirement or sinking fund.

10.         Reissuance of Shares . Any shares of Series A Non-Vot ing Convertible Preferred Stock acquired by the Corporation in any manner
whatsoever, including upon conversion, shall not be reissued as such and shall be retired and cancelled pro mptly after the ac quisition
thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series by the Board of Directors pursuant to the provisions of the
Cert ificate of Incorporation.

11.        Transfer Agent, Registrar, Conversion and Dividend Disbursing Agent . The duly appointed transfer agent, registrar, conversion and
dividend disbursing agent for the Series A Non-Vot ing Convertible Preferred Stock shall be the Transfer Agent. The Corporation may, in its
sole discretion, remove the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent (which successor shall be an
independent bank or trust company) who shall accept such appointment prior to the effect iveness of such removal. Upon any such removal or
appointment, the Corporation shall send notice thereof to the holders of shares of Series A Non -Vot ing Convertible Preferred St ock. Pay ments
shall be payable by United States dollar check drawn on, or wire transfer ( provided that appropriate wire instructions have been received by
the Registrar at least 15 days prior to the applicab le date of payment) to a U.S. dollar account maintained by the holder with, a bank located in
the State of New York; provided that at the option of the Corporation, payment of div idends may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Series A Non -Voting Convertible Preferred Stock register.

12.         Form . The Series A Non-Vot ing Convertible Preferred Stock shall initially be issued in the form of one or more definitive shares in
fully registered form in substantially the form attached hereto as Exhib it A (each, a ― Certificated Series A Non-Voti ng Convertible
Preferre d Stock ‖), which is hereby incorporated in and expressly made a part of this Certificate of Designations. Each Cert ificated Series A
Non-Voting Convertible Preferred Stock shall reflect the number o f shares of Cert ificated Series A Non -Voting Convertible Preferred Stock
represented thereby, and may have notations, legends or endorsements required by law or stock exchange rules ( p rovided that any such
notation, legend or endorsement is in a form acceptable to the Corporation). Each Certificated Series A Non-Vot ing Convertib le Preferred
Stock shall be registered in the name or names of the person or persons specified by the Corporation in a written instrument to t he Registrar.


                                                                       -8-
13.         Severability of Prov isions . If any voting powers, preferences and relative, participating, optional and other special rights of the
Series A Non-Voting Convertible Preferred Stock and qualifications, limitations and restrictions thereof set fo rth in this Cert ificate of
Designations are invalid, unlawfu l or incapable of being enforced by reason of any rule of law or public po licy, all other vo ting powers,
preferences and relative, part icipating, optional and other special rights of the Series A Non-Vot ing Convertible Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this Certificate of Designations which can be given effect without the invalid,
unlawful or unenforceable provisions shall, nevertheless, remain in full force and effect.

14.        Notices . Unless otherwise provided herein, any notice required by the provisions of this Certificate of Designations to be given to
the holders of shares of Series A Non-Voting Convertible Preferred Stock shall be deemed given if deposited in the United States mail, postage
prepaid, and addressed to each holder of record at his address appearing on the books of the Registrar.


                                                                         -9-
The effective time and date of the series herein certified shall be as of the time and date filed with the Secretary of State of the State of
Delaware.

Signed on ____________



                                                                      Name:
                                                                      Title:

                                                 Signature page to Certificate of Designations
                                            for Series A Non-Voting Convertib le Preferred Stock
                                                           of BioFuel Energy Corp.
                                                                                                                                           Exhi bit A

                         [FORM OF FA CE OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK]

Cert ificate Nu mber [______]                                                                            Nu mber of Shares of Series A Non-Vot ing
                                                                                                             Convertible Preferred Stock [______]

                                                         BIOFUEL EN ERGY CORP.
                                                Series A Non-Voting Convertible Preferred Stock
                                                           (par value $0.01 per share)

 BIOFUEL ENERGY CORP., a Delaware corporation (the ― Corporati on ‖), hereby certifies that [______] (the ― Hol der ‖) is the registered
owner of [______] fully paid and non-assessable shares of the Corporation’s designated Series A Non-Voting Convertible Preferred Stock,
with a par value of $0.01 per share and a liquidation preference of $[] per share (the ― Series A Non-Voting Converti ble Preferred Stock
‖). The shares of Series A Non-Vot ing Convertible Preferred Stock are transferable on the books and records of the Registrar, with the written
consent of the Corporation, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for
transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series A Non-Voting Convertible
Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated [] as the
same may be amended fro m time to time (the ― Certificate of Designations ‖). Capitalized terms used herein but not defined shall have the
mean ing given them in the Certificate of Designations. The Corporat ion will provide a copy of the Cert ificate of Designations to the Holder
without charge upon written request to the Corporation at its principal place of business.

Reference is hereby made to the Cert ificate of Designations, which shall fo r all purposes have the same effect as if set fort h at this place.

Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

 Unless the Registrar has properly countersigned, these shares of Series A Non -Vot ing Convertib le Preferred Stock shall not be entitled to any
benefit under the Certificate of Designations or be valid or obligatory for any purpose.


                                                                        -11-
IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by an officer of the Corporation this [__ _____] of
[_______] [_______].

                                                                           BIOFUEL ENERGY CORP.

                                                                           By:
                                                                                 Name:
                                                                                 Title:


                                                                   -12-
                                                 REGISTRAR’S COUNTERSIGNATURE

These are shares of Series A Non-Voting Convertible Preferred Stock referred to in the within-mentioned Certificate of Desig nations.

Dated: [_______], [_______]

THE BANK OF NEW YORK M ELLON,
as Registrar

By:
        Name:
        Title:


                                                                    -13-
            [FORM OF REVERSE OF CERTIFICATE FOR SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK]

 The shares of Series A Non-Vot ing Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in
the Certificate of Designations.

 The Corporat ion shall furn ish without charge to each holder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.


                                                                       -14-
                                                                 ASSIGNM ENT

 FOR VA LUE RECEIVED, the undersigned assigns and transfers the shares of Series A Non -Voting Convertible Preferred Stock evidenced
hereby to:


                                   (Insert assignee’s social security or taxpayer identification number, if any)



                                                    (Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series A Non-Voting Convertible Preferred Stock evidenced hereby on the books of the Tra nsfer Agent. The
agent may substitute another to act for him or her.
Date:

Signature:
(Sign exactly as your name appears on the other side of this Certificate)

Signature
Guarantee:

(Signature must be guaranteed by an ―eligib le guarantor institution‖ that is a bank, stockbroker, savings and loan association or credit union
meet ing the requirements of the Transfer Agent, which requirements include membership or participation in the Securit ies Tran sfer Agents
Medallion Program (― STAMP ‖) or such other ―signature guarantee program‖ as may be determined by the Transfer Agent in addition to, or
in substitution for, STAMP, all in accordance with the Securit ies Exchange Act of 1934, as amended.)


                                                                       -15-
                                                                                                                                   EXHIB IT 4.4

RIGHTS CERTIFICATE #:                                                                                                 NUMB ER OF RIGHTS :

    THE TERM S AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COM PANY’S PROSPECTUS DATED
[          ] (THE ―PROSPECTUS‖) A ND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS A RE
                 AVAILA BLE UPON REQUEST FROM OKAPI PA RTNERS LLC, THE INFORMATION A GENT.

                                                            BioFuel Energy Corp.
                                              Incorporated under the laws of the State of Delaware

                                            NON-TRANSFERABLE RIGHTS CERTIFICATE
                               Ev idencing Non-Transferable Subscription Rights to Purchase Depositary Shares
                                                         of BioFuel Energy Corp.

                                                           Subscription Price:   $0.56

    THE RIGHTS WILL EXPIRE IF NOT EXERCIS ED ON OR B EFORE 5:00 P.M., NEW YORK CITY TIME, ON [                                               ],
                                   UNLESS EXT ENDED B Y THE COMPANY

REGISTERED
OWNER:

THIS CERTIFIES THAT the reg istered owner whose name is inscribed hereon is the owner o f the nu mber o f 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 Convertib le Preferred Stock of BioFuel Energy Corp., a Delaware
corporation, at a subscription price of $0.56 (the ―Basic Subscription Priv ilege‖), pursuant to a rights offering (the ―Rights Offering‖), on the
terms and subject to the conditions set forth in the Prospectus and t he ―Instructions as to Use of BioFuel Energy Corp. Rig hts 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 entit led 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 Priv ilege‖). The Rights represented by this Rights Certificate may be exercised by
complet ing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the righ ts price for each
Depositary Share in accordance with the ―Instructions as to Use of BioFuel Energy Corp. Rights Certificates ‖ that accompany this Rights
Cert ificate.

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

Dated:


               President and Chief Executive Officer                                     Vice President, General Counsel and Corporate
                                                                                                           Secretary
                                            DELIVER Y 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 RIGHT S
                                        CERTIFICATE DIRECTLY TO BIOFUEL ENERGY CORP.

                               By Mail:                                                        By Hand or Overn ight Courier:

                  BNY Mellon Shareowner Serv ices                                         BNY Mellon Shareowner Serv ices
                   Attn: Corporate Actions Dept.                                          Attn: Corporate Actions, 27th Floor
                          P.O. Bo x 3301                                                         480 Washington Blvd
                   South Hackensack, NJ 07606                                                   Jersey City, NJ 07310

                                   PLEAS E PRINT ALL INFORMATION CLEARLY AND LEGIBLY

FORM 1-EX ERCIS E OF RIGHTS

To subscribe for Depositary Shares pursuant to your Basic Subscription Priv ilege, please co mplete lines (a) and (c). To subscribe for
Depositary Shares pursuant to your Over-Subscription Privilege, wh ich allows you to subscribe for an additional amount e qual to up to 100%
of the Depositary Shares for which you were otherwise entitled to subscribe, please also comp lete line (b). To the extent y ou subscribe for
more Depositary Shares than you are entitled under the Basic Subscription Privilege, you will be deemed to have elected to purchase the
maximu m nu mber of Depositary Shares for wh ich you are entitled to subscribe under the Basic Subscription Priv ilege and the excess will be
deemed to be an election to purchase pursuant to your Over-Subscription Priv ilege. You cannot exercise any Over-Subscription Privileges
unless you have exercised your Basic Subscription Priv ileges in full.

(a) EXERCISE OF BA SIC SUBSCRIPTION PRIVILEGE:

I subscribe for ____________ Depositary Shares                                   x $ 0.56                   = $ ________________
          (no. o f Depositary Shares)                                         (rights price)               (payment amount enclosed)

(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:

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

I subscribe for _____________ Depositary Shares                                  x $ 0.56                   = $ ________________
          (no. o f Depositary Shares)                                         (rights price)               (payment amount enclosed)

NOTE: IF INSUFFICIENT DEPOSITARY SHARES ARE A VA ILABLE TO FULLY SATISFY THE OVER -SUBSCRIPTION PRIVILEGE
REQUESTS OF A LL HOLDERS, THE A VAILA BLE UNSUBSCRIBED DEPOSITARY SHA RES WILL BE DISTRIBUTED
PROPORTIONATELY AMONG THOSE HOLDERS WHO EXERCISED THEIR OVER-SUBSCRIPTION PRIVILEGE B ASED ON THE
NUM BER OF DEPOSITARY SHA RES EA CH HOLDER SUBSCRIBED FOR PURSUA NT TO THEIR OVER -SUBSCRIPTION
PRIVILEGE.

(c) Total A mount of Pay ment Enclosed = $___________

METHOD OF PA YM ENT (CHECK ONE)

        Cert ified Check payable to ―BNY Mellon Shareholder Services, as Subscription Agent, FBO BioFuel Energy Co rp.‖

        Cashier’s Check payable to ―BNY Mellon Shareholder Services, as Subscription Agent, FBO BioFuel Energy Co rp.‖
FORM 2-DELIVER Y 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 fro m that shown on the
face of this Rights Certificate, p lease enter the alternate name or address below, sign under Form 3 and have your signature guaranteed under
Form 4.




FORM 3-S IGNATUR E

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):

IMPORTA NT: 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-S IGNATUR E GUARANTEE

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

Signature Guaranteed:
                            (Name of Bank or Firm)

By:
                                                            (Signature of Officer)

IMPORTA NT: 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 Commis sion
Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF BIOFUEL ENERGY CORP. RIGHTS CERTIFICATES, CONSULT OKAPI P ARTNERS LLC,
THE INFORMATION A GENT, AT (877) 869-0171.
                                                                                              Exhi bit 10.2



                                               FORM OF

                                    THIRD AMENDED AND RESTATED

                               LIMIT ED LIAB ILITY COMPANY AGREEMENT

                                                  OF

                                         BIOFUEL EN ERGY, LLC

THE LLC INTERESTS REPRESENTED BY THIS THIRD AM ENDED A ND RESTATED LIMITED LIA BILITY COMPA NY
AGREEM ENT HA VE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES A CT OF 1933, AS AMENDED, OR
UNDER A NY OTHER APPLICA BLE SECURITIES LAWS. SUCH INTERESTS MA Y NOT BE SOLD, ASSIGNED, PLEDGED OR
OTHERWISE DISPOSED OF AT ANY TIM E WITHOUT EFFECTIVE REGISTRATION UNDER SUCH A CT AND LAW S OR
EXEMPTION THEREFROM , AND COMPLIA NCE WITH THE OTHER SUBSTANTIA L RESTRICTIONS ON TRANSFERABILITY
SET FORTH HEREIN.

CERTAIN OF THE LLC INTERESTS REPRESENTED BY THIS THIRD AM ENDED AND RESTATED LIM ITED LIA BILITY
COMPANY A GREEM ENT ARE SUBJECT TO CONDITIONS A ND RESTRICTIONS ON TRANSFER SET FORTH HEREIN, AND THE
LLC RESERVES THE RIGHT TO REFUSE THE TRA NSFER OF SUCH INTERESTS UNLESS AND UNTIL SUCH CONDITIONS
HA VE BEEN FULFILLED WITH RESPECT TO THE REQUESTED TRANSFER.
                                                  TABLE OF CONTENTS

                                                                               Page

                                                      ARTICLE I

                                                  Definitions and Usage

SECTION 1.01.   Definitions                                                       1
SECTION 1.02.   Usage Generally; Interpretation                                  13

                                                      ARTICLE II

                                            Organizational and Other Matters

SECTION 2.01.   Formation and Continuation of LLC; Effective Time                14
SECTION 2.02.   Limited Liab ility Co mpany Agreement                            14
SECTION 2.03.   Name                                                             14
SECTION 2.04.   Purpose                                                          15
SECTION 2.05.   Principal Office; Registered Office                              15
SECTION 2.06.   Term                                                             15
SECTION 2.07.   Foreign Qualification                                            15
SECTION 2.08.   Tax Classification of LLC                                        15

                                                      ARTICLE III

                                                      Management

SECTION 3.01.   Sole Manager                                                     15
SECTION 3.02.   Authority of the Sole Manager                                    16
SECTION 3.03.   Authority of Members                                             16
SECTION 3.04.   Removal and Replacement of Manager                               16
SECTION 3.05.   Reliance by Third Part ies                                       16
SECTION 3.06.   Officers                                                         17

                                                      ARTICLE IV

                                              Distributions and Allocations

SECTION 4.01.   Distributions                                                    17
SECTION 4.02.   Liquidation Distribution                                         21
SECTION 4.03.   Limitations on Distribution                                      21
SECTION 4.04.   Allocations                                                      22
SECTION 4.05.   Special Allocations                                              22
SECTION 4.06.   Tax Withholding; Withholding Advances                            23


                                                            i
                                                       ARTICLE V

                                   Capital Contributions; Capital Accounts; Tax Matters

SECTION 5.01.   Capital Contributions.                                                                    24
SECTION 5.02.   No Additional Capital Contributions                                                       24
SECTION 5.03.   Capital Accounts                                                                          24
SECTION 5.04.   Negative Cap ital Accounts                                                                25
SECTION 5.05.   Loans Fro m Members                                                                       25
SECTION 5.06.   Preparation of Tax Returns                                                                26
SECTION 5.07.   Tax Elections                                                                             26
SECTION 5.08.   Tax Matters Member                                                                        26

                                                       ARTICLE VI

                                         Books, Records, Accounting and Reports

SECTION 6.01.   Records and Accounting                                                                    26
SECTION 6.02.   Fiscal Year                                                                               27

                                                       ARTICLE VII

                                                         LLC Un its

SECTION 7.01.   Units                                                                                     27
SECTION 7.02.   Carg ill Stock Payment                                                                    27
SECTION 7.03.   Register                                                                                  27
SECTION 7.04.   Splits, Distributions and Reclassificat ions of Co mmon Stock                             27
SECTION 7.05.   Splits, Distributions and Reclassificat ions of Series A Non-Vot ing Convertib le Stock   27
SECTION 7.06.   Cancellation of Co mmon Stock and Un its                                                  27
SECTION 7.07.   Incentive Plans                                                                           28
SECTION 7.08.   Offerings of Co mmon Stock                                                                28
SECTION 7.09.   Registered Members                                                                        28
SECTION 7.10.   Cert ification and Terms of Co mmon Units                                                 28
SECTION 7.11.   Cert ification and Terms of Preferred Units                                               30
SECTION 7.12.   [Certificat ion and Terms of Class B Preferred Units]                                     31

                                                      ARTICLE VIII

                                                 Transfer of LLC Interests

SECTION 8.01.   Restrictions on Transfer                                                                  33
SECTION 8.02.   Permitted Transfers                                                                       34
SECTION 8.03.   Permitted Exchanges                                                                       34
SECTION 8.04.   Further Restrictions                                                                      35
SECTION 8.05.   Transferee’s Rights                                                                       36
SECTION 8.06.   Transferor’s Rights and Obligations                                                       36
SECTION 8.07.   Substituted Members                                                                       36
SECTION 8.08.   Additional Members                                                                        36
SECTION 8.09.   Attempted Transfer Void                                                                   37


                                                              ii
SECTION 8.10.           Withdrawal                                                       37
SECTION 8.11.           Required A mend ments; Continuation                              37
SECTION 8.12.           Resignation                                                      37

                                                                  ARTICLE IX

                                                        Dissolution and Liquidation

SECTION 9.01.           Dissolution                                                      37
SECTION 9.02.           Liquidation and Termination                                      38
SECTION 9.03.           Cert ificate of Cancellation                                     39
SECTION 9.04.           Reasonable Time for Wind ing Up                                  39
SECTION 9.05.           Return of Capital                                                40

                                                                  ARTICLE X

                                                     Rights and Obligations of Members

SECTION 10.01.          Limitation of Liability                                          40
SECTION 10.02.          Exculpation                                                      40
SECTION 10.03.          Lack of Authority                                                41
SECTION 10.04.          No Right of Partit ion                                           41
SECTION 10.05.          Indemnification                                                  41

                                                                  ARTICLE XI

                                                                General Provisions

SECTION 11.01.          Power o f Attorney                                               42
SECTION 11.02.          Further Action                                                   43
SECTION 11.03.          Amend ments                                                      43
SECTION 11.04.          Title to LLC Assets                                              43
SECTION 11.05.          Remedies                                                         43
SECTION 11.06.          Successors and Assigns                                           43
SECTION 11.07.          Severability                                                     44
SECTION 11.08.          Counterparts                                                     44
SECTION 11.09.          Applicable Law                                                   44
SECTION 11.10.          Addresses and Notices                                            44
SECTION 11.11.          Cred itors; Third Party Beneficiaries                            44
SECTION 11.12.          Waiver                                                           44
SECTION 11.13.          Entire Agreement                                                 45
SECTION 11.14.          Delivery by Facsimile                                            45
SECTION 11.15.          Waiver of Certain Rights                                         45
SECTION 11.16.          Survival                                                         45

Schedule A – IPO Effective Time Un it Ownership
Schedule B – Effective Time Unit Ownership
Schedule C – Management Members
Schedule D - Fo rm of LLC Co mmon Unit Certificate


                                                                        iii
Schedule E - Form of LLC Preferred Un it Certificate
[Schedule F - Form o f LLC Class B Preferred Un it Cert ificate]


                                                                   iv
                 THIS THIRD AM ENDED AND RESTATED LIM ITED LIABILITY COMPANY A GREEM ENT (this ― Agreement ‖) of
BioFuel Energy, LLC (the ― LLC ‖ or the ― Co mpany ‖), is made as of [ ], 20[10], among the Members (as defined below).

                 WHEREAS the LLC was formed by the filing of a Cert ificate of Formation with the Secretary of State of Delaware on
January 25, 2006; and

                   WHEREAS the Members desire that this Agreement amend and restate in its entirety the Second Amende d and Restated
Limited Liab ility Co mpany Agreement of the LLC, dated as of June 19, 2007 (the ― Existing LLC Agreement ‖).

                  NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

                                                                  ARTICLE I

                                                            Definitions and Usage

                 SECTION 1.01. Definit ions. Capitalized terms used but not otherwise defined herein shall have the following meanings:

                 ― Accounting Firm ‖ has the mean ing set forth in Section 4.01(d).

                 ― Additional Credit A mount ‖ has the meaning set forth in Section 4.01(f).

                 ― Adjusted Capital Account Deficit ‖ means with respect to any Capital Account as of the end of any Fiscal Year, the amount
by which the balance in such Capital Account is less than zero. Fo r this purpose, a Member’s Capital Account balance shall be:

                 (i) reduced for any items described in Treasury Regulat ion Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6); and

                (ii) increased for any amount such Member is obligated to contribute or is treated as being obligated to contribute to the LLC
        pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5).

The foregoing definit ion of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

                 ― Admission Date ‖ has the meaning set forth in Section 8.06.
                   ― Affiliate ‖ of any part icular Person means any other Person controlling, controlled by or under co mmon control with such
particular Person, where ―control‖ means the possession, directly or indirectly, o f the power to direct the management and policies of a Person
whether through the ownership of voting securities, by contract or otherwise.

                    [― Aggregate Preferred Un it Percentage ‖ means, with respect to any Member, a fraction (expressed as a percentage)
established at the time of determination by div iding (i) the number of Preferred Un its and Class B Preferred Units held by su ch Member at such
time by (ii) the total nu mber of Preferred Un its and Class B Preferred Un its held by all Members at such time.]

                  ― Agreement ‖ has the meaning set forth in the preamb le.

                  ― Amended Tax A mount ‖ has the meaning set forth in Sect ion 4.01(f).

                 ― A&R LLC Agreement ‖ means the First A mended and Restated Limited Liab ility Co mpany Agreement of the LLC, as such
agreement was in effect on June 19, 2007.

                   ― Assumed Tax Rate ‖ means the highest effective marginal co mbined U.S. federal, state and local inco me tax rate for a
Fiscal Year for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of exp enses subject to
the limitation described in Sect ion 67(a) of the Code and (b) the character ( e.g. , long-term or short-term capital gain or ordinary or tax-exempt
income) of the applicable inco me). Fo r the avoidance of doubt, the Assumed Tax Rate will be the same for all Members.

                  ― Available Cash ‖ means cash of the LLC wh ich the Manager determines is available for distribution to the Members.

                  ― Book Value ‖ means, except as set forth below, the adjusted basis of any LLC property for federal inco me tax purposes:

                 (i) Init ial Book Value . The init ial Book Value of any property contributed by a Member to the LLC shall be the gross fair
         market value of such property at the time of such contribution.

                  (ii) Adjustments . The Book Value of all of the LLC’s property shall be adjusted by the LLC to equal the respective gross
         Fair Market Values of such property, as determined by the Manager, as of the follo wing times: (a) immediately before the admi ssion
         of a new Member to the LLC or the acquisition by an existing Member of an additional interest in the LLC fro m the LLC; (b )
         immed iately before the Distribution by the LLC of money or property to a ret iring or continuing Member in consideration for t he
         retirement of all or a portion of such Member’s interest in the LLC; and (c) immediately before the dissolution of the LLC under
         Section 9.02 of th is Agreement. The Book Value of all of the LLC’s property may also be adjusted by the LLC to equal its Fair
         Market Value, as determined by the Manager, at such other times as determined by the Manager.


                                                                                                                                                   2
                   (iii) Depreciat ion and Amortizat ion . The Book Value of LLC property shall be adjusted for the depreciation and
         amort ization of such property taken into account in computing Net Income and Net Loss and for LLC expenditures and transactio ns
         that increase or decrease the property’s federal inco me tax basis.

                  ― Bridge Loan ‖ means the term loan made pursuant to the Bridge Loan Agreement.

                 ― Bridge Loan Agreement ‖ means the Loan Agreement by and among the Corporat ion and the lenders party thereto and
Greenlight APE, L.L.C., as Administrative Agent, dated September 24, 2010, as such may be amended fro m t ime to t ime.

                  ― Bridge Loan Capital Contribution ‖ has the meaning set forth in Section 5.01(b).

                  ―Bridge Loan Principal A mount‖ means $19,420,620.

                  ― Bridge Preferred Distributions ‖ has the meaning set forth in Section 4.01(g ).

                  ― Bridge Preferred Interest Liquidation Preference ‖ means an amount equal to the unpaid Bridge Preferred Distributions.

                  ― Bridge Preferred LLC Interest ‖ means a membership interest of the Bridge Preferred Member in Net Inco me, Net Losses
and Distributions in the LLC having a priority with respect to Distributions as specified in Art icle IV.

                  ― Bridge Preferred Member ‖ means the Corporation in its capacity as the sole holder of the Bridge Preferred LLC Interest.

                   ― Bridge Preferred Return ‖ means a cumu lative yield on the Bridge Loan Capital Contribution, calculated using the same
Interest Rate (as defined in the Bridge Loan Agreement) and rate of accrual used to compute all interest due on the principal balance of the
Bridge Loan outstanding (as determined pursuant to Articles 3 and 4 of the Bridge Loan Agreement).

                 ― Business Day ‖ means any day other than Saturday, Sunday and any day that is a legal holiday in New York, New Yo rk or
a day on which banking institutions in New York, New York are authorized by law or other governmental act ion to close.

                  ― Capital Account ‖ has the meaning set forth in Sect ion 5.03.

                ― Capital Contributions ‖ means, with respect to any Member, any contribution, whether in cash or other property, made by
such Member to the LLC pursuant to the terms of this Agreement.


                                                                                                                                               3
                    ― Cargill ‖ means Cargill Biofuels Investments, LLC, a Delaware limited liab ility co mpany, and any of its Affiliates, so long
as such Affiliate is also an Affiliate of Cargill, Incorporated, a Delaware corporation.

                 ― Cargill Letter ‖ means the letter agreement dated September 23, 2010 among the Corporation, Cargill, Inc., Cargill
Co mmodity Services, Inc., BFE Operat ing Co mpany, LLC, Pioneer Trail Energy, LLC and Bu ffalo Lake Energy, LLC, as such may be
amended fro m time to time.

                   ― Cargill Stock Pay ment ‖ shall mean the issuance of Depositary Shares to Cargill, Inc. in connection with the stock payment
to Cargill, Inc. contemp lated by clause (B) of the second sentence of the third to last paragraph of the Cargill Letter.

                  ― Certificate ‖ means the LLC’s Certificate of Format ion as filed with the Secretary of State of Delaware, as amended to the
date hereof.

                  ― Certificate of Incorporation ‖ means the certificate of incorporation, as may be amended fro m time to time, of the
Corporation.

                 ― Class B Stock ‖ means the Class B Co mmon Stock, par value $0.01 per share, of the Corporat ion authorized and issued
under Section 4.01(b) of the Certificate of Incorporation or any applicable successor provision.

                   [― Class B Preferred LLC Interest ‖ means a membership interest of a Member in Net Income, Net Losses and Distributions
having the rights, powers and duties set forth in this Agreement.]

                   [― Class B Preferred Unit ‖ means a Class B Preferred LLC Interest of a Member in the LLC representing a fractional part of
the Class B Preferred LLC Interests of all Members; provided that any Class B Preferred Un its issued shall have rights, powers and duties set
forth in this Agreement.]

                   [― Class B Preferred Unit Percentage ‖ means, with respect to any Member, a fract ion (exp ressed as a percentage) established
at the time of determination by dividing (i) the number of Class B Preferred Un its held by such Member at such time by (ii) t he total number of
Class B Preferred Units held by all Members at such time.]

                  ― Code ‖ means the United States Internal Revenue Code of 1986, as amended fro m t ime to time, or any successor statute.

                  ― Co mmon LLC Interest ‖ means a membership interest of a Member in Net Inco me, Net Losses and Distributions having the
rights, powers and duties set forth in this Agreement.

                  ― Co mmon Stock ‖ means the Common Stock, par value $0.01 per share, of the Co rporation authorized and issued under
Section 4.01(a) of the Cert ificate of Incorporation or any applicable successor provision.


                                                                                                                                                      4
                  ― Co mmon Unit ‖ means a Co mmon LLC Interest of a Member in the LLC representing a fractional part of the Co mmon
LLC Interests of all Members; provided that any Common Units issued shall have rights, powers and duties set forth in this Ag reement.

                  ― Co mmon Unit Percentage ‖ means, with respect to any Member, a fraction (exp ressed as a percentage) established at the
time of determination by divid ing (i) the nu mber of Co mmon Units held by such Member at such time by (ii) the total number of Co mmon
Units held by all Members at such time.

                 ― Corporation ‖ means BioFuel Energy Corp., a Delaware corporation.

                 ― Covered Person ‖ has the meaning set forth in Sect ion 10.01.

                 ― Credit A mount ‖ has the meaning set forth in Section 4.01(f).

                 ― Delaware Act ‖ means the Delaware Limited Liab ility Co mpany Act, 6 Del. L. Section 18-101, et seq. , as it may be
amended fro m time to time, and any successor to the Delaware Act.

                  ― Depositary Shares ‖ means the depositary shares, each representing a fractional interest in a share of Series A Non-Voting
Convertible Preferred Stock of the Corporation, to be issued in connection with the consummation of the Rights Offering and the making of the
Carg ill Stock Payment.

                 ― Disabling Event ‖ means the Manager ceasing to be the managing member of the LLC.

                 ― Distribution ‖ means each distribution made by the LLC to a Member, whether in cash, property or securities of the LLC
and whether by distribution, redemption, repurchase or otherwise.

                 ― Edelman ‖ means Thomas J. Edelman.

                 ― Effect ive Time ‖ has the mean ing set forth in Section 2.01.

                 ― Escrow Agent ‖ means JPMorgan Chase Bank, N.A. in its capacity as escrow agent under the Escrow Agreement.

                 ― Escrow Agreement ‖ means the escrow agreement dated June 19, 2007 among the Management Members (other than
Edelman), the other Members party thereto and the Escrow Agent.

                 ― Escrowed Securit ies ‖ has the meaning set forth in Section 4.01(b).

                 ― Excess Amount ‖ has the meaning set forth in Section 4.01(e).


                                                                                                                                              5
                  ― Exchange Act ‖ means the Securit ies Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promu lgated thereunder.

                   ― Exchange Rate ‖ has the mean ing set forth in Section 8.03(a).

                   ― Existing LLC Agreement ‖ has the meaning set forth in the preamble to this Agreement.

                   ― Fair Market Value ‖ has the meaning set forth in Section 9.02(c).

                   ― Family Members ‖ has the meaning set forth in Section 8.02(a).

                   ― Final Tax A mount ‖ has the meaning set forth in Section 4.01(f).

                  ― Fiscal Period ‖ means any interim accounting period within a Fiscal Year established by the Manager and which is
permitted or required by Section 706 of the Code.

                   ― Fiscal Year ‖ means the LLC’s annual accounting period established pursuant to Section 6.02.

                  ― Green light ‖ means, collectively, Greenlight Capital, LP, Green light Capital Qualified, LP, Greenlight Capital (Go ld), LP,
Greenlight Cap ital Offshore Partners, Green light Capital Offshore Master (Gold), Ltd. and Greenlight Reinsurance, Ltd.

                 ― Green light/Third Po int Sale ‖ means a sale by Greenlight or Th ird Point of shares of Co mmon Stock that occurs after the
IPO Effective Time and prior to the True-Up Date; provided , however , that a Greenlight/Third Po int Sale shall only be deemed to occur:

                  (a) for Green light, with respect to sales by Greenlight of an aggregate number of shares of Co mmon Stock not to excee d
9,353,500 (as such number may be adjusted for stock splits, stock dividends, recapitalizat ions, reorganizat ions and other sim ilar transactions)
shares, with any sales by Greenlight of shares of Common Stock in excess of such amount not being deemed to be Greenlight/Third Po int Sales
for any purpose of this Agreement; and

                  (b) for Th ird Point, with respect to sales by Third Po int of an aggregate number of shares of Co mmon Stock not to exceed
4,676,750 (as such number may be adjusted for stock splits, stock dividends, recapitalizat ions, reorganizat ions and other similar transactions)
shares, with any sales by Third Point of shares of Co mmon Stock in excess of such amount not being deemed to be Greenlight/Th ird Po int
Sales for any purpose of this Agreement.

For purposes of this definition, the wo rd ―sale‖ shall include any pledge, sale, contract to sell, or the grant of any option, right or warrant to
purchase, or other disposition or transfer for value of, or the entry into any swap or other agreement that transfers, in who le o r in part, the
economic consequences of ownership of, shares of Co mmon Stock.


                                                                                                                                                      6
                  ― Green light/Third Po int Specified A Unit Percentage ‖ shall mean a percentage that is determined by adding together the
respective Specified A Unit Percentages of Greenlight and Third Point.

                   ― Incapacity ‖ means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an o rder of inco mpetence,
or the insanity, permanent disability or death of such Person.

                ― Incentive Plan ‖ means any equity incentive or similar p lan pursuant to which the Corporation may issue shares of its
Co mmon Stock fro m time to time.

                    ― Indebtedness ‖ means at a particular time, without duplication, (i) any indebtedness for borrowed money or issued in
substitution for or exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt
security, (iii) any indebtedness for the deferred purchase price of property or services with respe ct to which a Person is liable, contingently or
otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course o f business which are
not more than six months past due), (iv) any commit ment by wh ich a Person assures a creditor against loss (including, without limitation,
contingent reimbursement obligations with respect to letters of credit), (v) any indebtedness guaranteed in any manner by a Person (including
guarantees in the form of an agreement to repurchase or reimburse), (v i) any obligations under capitalized or synthetic leases with respect to
which a Person is liab le, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a
creditor against loss, (vii) any indebtedness secured by a Lien on a Person’s assets and (viii) any fees, penalties or accrued and unpaid interest
with respect to the foregoing.

                  ― Indemn ified Person ‖ has the meaning set forth in Sect ion 10.05(a).

                  ― Individual Sale Co mpany Valuation ‖ shall be determined upon the occurrence of each Greenlight/Third Point Sale and
shall be the product of (i) the price per share of Co mmon Stock sold by Greenlight or Th ird Point in such Green light/Third Po int Sale,
(ii) 23,000,000 and (iii) the quotient obtained by dividing (A) the nu mber of shares sold by Green light or Th ird Point in such Greenlight/Third
Point Sale by (B) 14,030,250; provided , however , that:

                   (a) if on the True-Up Date Greenlight has sold less than an aggregate of 9,353,500 (as such number may be adjusted for
stock splits, stock dividends, recapitalizations, reorganizations and other similar transactions) shares of Common Stock, the n fo r purposes of
calculating Indiv idual Sale Co mpany Valuations, Greenlight shall be deemed to have sold on the True-Up Date a nu mber of shares of Co mmon
Stock equal to the excess of (i) 9,353,500 (as such number may be adjusted for stock splits, stock dividends, recapitalizatio ns, reorganizations
and other similar transactions) s hares of Common Stock, over (ii) the aggregate number of shares of Co mmon Stock actually sold by
Greenlight prior to the True-Up Date, at a price per share equal to the Trading Price of the Co mmon Stock as of the True -Up Date; and


                                                                                                                                                      7
                   (b) if on the True-Up Date Third Po int has sold less than an aggregate of 4,676,750 (as such number may be adjusted for
stock splits, stock dividends, recapitalizations, reorganizations and other similar transactions) shares of Common Stock, then fo r purposes of
calculating Indiv idual Sale Co mpany Valuations, Third Po int shall be deemed to have sold on the True -Up Date a nu mber of shares of
Co mmon Stock equal to the excess of (i) 4,676,750 (as such number may be adjusted for stock splits, stock dividends, recapitalizations,
reorganizat ions and other similar transactions) shares of Co mmon Stock, over (ii) the aggregate number of shares of Co mmon St ock actually
sold by Third Point prior to the True-Up Date, at a price per share equal to the Trading Price of the Co mmon Stock as of the True -Up Date.

                   ― IPO ‖ means the initial public offering of Co mmon Stock, pursuant to a Registration Statement on Form S -1 (Registration
No. 333-139203).

                   ― IPO Effective Time ‖ means June 19, 2007.

                   ― IPO Effective Time Un its ‖ means, with respect to any Member, the nu mber of Un its held by such Member as of the IPO
Effective Time as set forth on Schedule A[; provided , however , that, notwithstanding Schedule A, Edelman’s IPO Effective Time Un its shall
be [           ]].

                    ― Lien ‖ means any mortgage, deed of trust, pledge, hypothecation, assignment, encumb rance, lien (statutory or other) or
preference, priority, right or other security interest or preferential arrangement of any kind or nature whatsoever (excludin g preferred stock and
equity-related preferences), including those created by, arising under or evidenced by any conditional sale or other t itle retention agreement, the
interest of a lessor under a capital lease obligation, or any financing lease having substantially the s ame economic effect as any of the
foregoing.

                   ― Liquidation ‖ has the meaning set forth in Section 9.02.

                   ― Liquidation Assets ‖ has the meaning set forth in Section 9.02(b).

                   ― Liquidation FM V ‖ has the mean ing set forth in Section 9.02(b).

                   ― Liquidator ‖ has the meaning set forth in Section 9.02.

                   ― LLC ‖ or ― Co mpany ‖ has the meaning set forth in the preamb le to this Agreement.

                   [― LLC Class B Preferred Certificate ‖ has the meaning set forth in Section 7.12.]

                   ― LLC Co mmon Certificate ‖ has the meaning set forth in Section 7.09.

                 ― LLC Interest ‖ means the Common LLC Interests, Preferred LLC Interests [, Class B Preferred LLC Interests] and the
Bridge Preferred LLC Interests.


                                                                                                                                                  8
                  ― LLC Preferred Certificate ‖ has the meaning set forth in Section 7.11.

                  ― Losses ‖ has the meaning set forth in Section 10.05(a).

                   ― Management Member ‖ means each Member designated as a Management Member in Schedule C hereto, as updated from
time to time, and any Permitted Transferee thereof to who m Units are transferred in accordance with this Agreement.

                  ― Manager ‖ means the Corporation or any successor manager ad mitted to the LLC pursuant to this Agreement.

                  ― Member ‖ means any Person admitted to the LLC as a Member pursuant to the terms of this Agreement; but only so long as
such Person is shown on the LLC’s books and records as the owner of one or more Un its. The Persons listed on Schedule B hereto are all of
the Members as of the Effective Time.

                  ― Minimu m Gain ‖ means Co mpany min imu m gain determined pursuant to Treasury Regulation Sections 1.704-2(b)(2) and
1.704-2(d).

                    ― Net Inco me ‖ and ― Net Loss ‖ means, for each Fiscal Year or Fiscal Period, the taxable inco me or loss of the LLC
determined in accordance with Section 703(a) of the Code (for this purpose all items of inco me, gain, loss or deduction, required to be stated
separately pursuant to Section 703(a)(1) o f the Code shall be included in taxable inco me or loss) and with the accounting method used by the
LLC for federal inco me tax purposes with the following adjustments: (a) all items of inco me, gain, loss, or deduction allocated pursuant to
Section 4.05 (relating to Special Allocations) shall not be taken into account in computing such taxable income o r loss; (b) any income of the
LLC that is exempt fro m federal inco me taxat ion and not otherwise taken into account in computing Net Income and Net Loss sha ll be added to
such taxable inco me or loss; (c) if the Book Value of any asset differs fro m its adjusted tax basis for federal inco me tax purposes, any gain or
loss resulting fro m a disposition of such asset shall be calculated with reference to such Book Value; (d) if the Book Value of any asset differs
fro m its adjusted tax basis for federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to
such asset shall for purposes of determin ing Net Income and Net Loss be an amount which bears the same ratio to s uch Book Value as the
federal inco me tax depreciation, amo rtization or other cost recovery deductions bears to such adjusted tax basis ( provided that if the federal
income tax depreciat ion, amort ization or other cost recovery deduction is zero, the Manage r may use any reasonable method for purposes of
determining depreciation, amo rtization or other cost recovery deductions in calculating Net Inco me and Net Loss); (e) any expenditures of the
LLC that are described in Section 705(a)(2)(B) o f the Code or are treated as described in Section 705(a)(2)(B) of the Code pursuant to Treasury
Regulation Sect ion 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Inco me and Net Loss shall be treated as
deductible items; and (f) in the event the Book Value of any LLC asset is adjusted in accordance with the definit ion of Book Value and
Section 5.04, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purpos es of
computing Net Inco me or Net Loss.


                                                                                                                                                 9
                  ― Net Taxable Income ‖ has the meaning set forth in Sect ion 4.01(f).

                 ― Nonrecourse Debt Minimu m Gain ‖ means the partnership nonrecourse debt minimu m gain determined pursuant to
Treasury Regulation Section 1.704-2(i).

                  ― Notice of Disagreement‖ has the meaning set forth in Sect ion 4.01(e).

                  ― Officer ‖ means any officer of the LLC appointed pursuant to Section 3.06.

                  ― Permitted Transferee ‖ has the meaning set forth in Section 8.02(a).

                  ― Person ‖ means an individual or a corporation, partnership, limited liability company, trust, unincorporated organization,
association or other entity.

                  ― Preferred LLC Interest ‖ means a membership interest of a Member in Net Inco me, Net Losses and Distributions having
the rights, powers and duties set forth in this Agreement.

                  ― Preferred Unit ‖ means a Preferred LLC Interest of a Member in the LLC representing a fractional part of the Preferred
LLC Interests of all Members; provided that any Preferred Units issued shall have rights, powers and duties set forth in this Agreement.

                  ― Preferred Unit Liquidation Preference ‖ shall mean an amount per Preferred Un it [or Class B Preferred Unit] equal to $0.56.

                  ― Preferred Unit Percentage ‖ means, with respect to any Member, a fraction (exp ressed as a percentage) established at the
time of determination by divid ing (i) the nu mber of Preferred Units held by such Member at such time by (ii) the total number of Pref erred
Units held by all Members at such time.

                ― Preferred Stock Conversion ‖ means the conversion of all shares of Series A Non-Voting Convertible Preferred Stock into
shares of Co mmon Stock.

                 ― Private Placement ‖ means the private placement and sale of Preferred Units [and Class B Preferred Units] to Members to
occur concurrently with the comp letion of the Rights Offering at the Effective Time.

                ― Rights Offering ‖ means the public rights offering relating to the sale of Depositary Shares pursuant to a Registration
Statement on Form S-1 (Registration No. 333-169982).

                  ― SEC ‖ means the Securities and Exchange Co mmission.


                                                                                                                                                 10
                  ― Securit ies Act ‖ means the Securit ies Act of 1933, as amended, and the rules and regulations of the SEC pro mu lgated
thereunder.

                  ― Series A Non-Voting Convertible Preferred Stock ‖ means the Series A Non-Voting Convertible Preferred Stock, par value
$0.01 per share, of the Corporation.

                  ― Shortfall A mount ‖ has the meaning set forth in Section 4.01(e).

                  ― Specified A Unit Percentage ‖ means, with respect to Greenlight, 53.4331% and, with respect to Third Point, 26.7165%.

                   ― Subsidiary ‖ means, with respect to any Person, any corporation, limited liab ility co mpany, partnership, association or
business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time o wned or controlled, d irec tly o r indirectly, by
that Person or one or more of the other Subsidiaries of that Person or a co mbination thereof or (ii) if a limited liab ility co mpany, partnership,
association or other business entity (other than a corporation), a majority of partnership or other similar ownership interes t thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a comb ination thereof. For purposes
hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liab ility co mpany, partnership, association or
other business entity (other than a corporation) if such Person or Persons shall be allocated a majo rity of limited liability company, partnership,
association or other business entity gains or losses or shall be or control any managing d irector or general partner of such limited liab ility
company, partnership, association or other business entity. For purposes hereof, references to a ―Subsidiary‖ of any Person shall be given
effect only at such times that such Person has one or more Subs idiaries, and, unless otherwise indicated, the term ―Subsidiary‖ refers to a
Subsidiary of the LLC.

                  ― Substituted Member ‖ means any Person becoming a Member pursuant to Section 8.07.

                  ― Tax A mount ‖ has the meaning set forth in Section 4.01(f).

                ― Tax Benefit Sharing Agreement ‖ means the Tax Benefit Sharing Agreement by and among the Corporation and the
Members, dated as of June 19, 2007.

                  ― Tax Distributions ‖ has the meaning set forth in Section 4.01(f).

                  ― Tax Matters Member ‖ has the mean ing set forth in Section 5.08.

                 ― Third Point ‖ means, collectively, Third Point Partners, L.P., Third Point Partners Qualified, L.P., Daniel S. Loeb,
Lawrence J. Bernstein and Todd Q. Swanson.

                  ― Trading Price ‖ means the price per share of the Co mmon Stock determined as follows:


                                                                                                                                                    11
                  (a) if traded on a securities exchange (including the Nasdaq Global Market), the Trading Price shall be deemed to be the
average of the closing prices of the Co mmon Stock on such exchange on the applicable date, or, if there have been no sales on any such
exchange on any day, the average of the highest bid and lowest asked prices on such exchange as of 4:00 p.m., New York time, or, if on any
day the Common Stock is not traded on an exchange, the average of the highest bid and lowest asked prices on such day in the d omestic
over-the-counter market as reported by the National Quotation Bureau, Incorporated or any similar successor organization, in each such case
averaged over a period of thirty (30) days consisting of the Business Day as of which the Trading Price is being determined and the
twenty-nine (29) consecutive Business Days prior to such day; or

                  (b) if at any time the Co mmon Stock is not traded on a securities exchange or quoted in the domestic over-the-counter
market, the Trading Price shall be the fair value thereof, as determined by the Manager.

                  ― Transfer ‖ has the meaning set forth in Section 8.01.

                  ― Treasury Regulations ‖ means the income tax regulations promu lgated under the Code as amended fro m time to time or any
successor regulations.

                  ― True-Up Certificate ‖ has the meaning set forth in Section 4.01(d)

                    ― True-Up Date ‖ means the earlier of (i) the date on which both (x) Greenlight shall have sold an aggregate of 9,353,500 (as
such number may be adjusted for stock splits, stock dividends, recapitalizations, reorganization and other similar events) or mo re shares of
Co mmon Stock after the IPO Effective Time and (y) Th ird Point shall have sold an aggregate of 4,676,750 (as such number may be adjusted
for stock splits, stock dividends, recapitalizations, reorganization and other similar events) or more shares of Co mmon Stock after the IPO
Effective Time and (ii) the exp iration of five years fro m the IPO Effective Time. Fo r purposes of this definition, the word ―sold‖ shall include
any pledge, sale, contract to sell, o r the grant of any option, right or warrant to purchase, or other disposition or transfe r for value of, or the
entry into any swap or other agreement that transfers, in whole or in part, the economic consequences of ownership of, shares of Co mmon
Stock.

                  ― True-Up Value ‖ means a dollar amount equal to the aggregate Individual Sale Co mpany Valuations.

                  ― Trued-Up Units ‖ means, for each Member, the number of Co mmon Units that would have been issued to such Member
under Section 4.1(a) of the A&R LLC Agreement, assuming that:

                  (a) the IPO had occurred on the True-Up Date, rather than on June 19, 2007;


                                                                                                                                                   12
                  (b) the date of distribution for purposes of such Section 4.1(a) is the True-Up Date, rather than June 19, 2007, such that (i)
the A/B Unit Preferred Return, (ii) the M Un it Preferred Return, and (iii) the preferred return referred to in Section 4.1(a) (vii) of the A&R LLC
Agreement, shall each be deemed to accrue through the True-Up Date, rather than only through June 19, 2007;

                   (c) the valuation applied for purposes of such Section 4.1(a) was equal to the True-Up Value, rather than $241,500,000 (the
value applied at the IPO Effect ive Time);

                 (d) (i) each of the A Unit Percentages, B Un it Percentages, M Unit Percentages, A/B Unit Percentages, C Unit Percentages,
the A/B/M Unit Percentages and C/D Unit Percentages (each as defined in the A&R LLC Agreement) are the same for each Member as they
were on June 19, 2007, and (ii) no Transfers of Co mmon Units had taken place fro m and after June 19, 2007; and

                  (e) no d istributions have ever been made pursuant to Section 4.1(a) of the A&R LLC Agreement.

                   ― Unit ‖ means the Co mmon Un its, Preferred Units [and Class B Preferred Un its]; provided that any class of Units issued
shall have relative rights, powers and duties set forth in this Agreement and any LLC Interest represented by such class of Units shall be
determined in accordance with such relative rights, powers and duties.

                 ― Unit Percentage ‖ means, with respect to any Member, a fraction (exp ressed as a percentage) established at the time o f
determination by dividing (i) the number of Units held by such Memb er at such time by (ii) the total number of Un its held by all Members at
such time.

                  ― Withholding Advances ‖ has the meaning set forth in Section 4.06(b ).

                   SECTION 1.02. Usage Generally; Interpretation. Whenever the context may require, any pronoun includes the
corresponding masculine, feminine and neuter forms. Words in the singular or the plural include the plural or the singular, as the case may
be. The use of the word ―or‖ is not exclusive. All references herein to the preamble, Articles, Sections, Subsections, paragraphs, Exh ibits and
Schedules shall be deemed to be references to the preamb le, Art icles, Sect ions, Subsections, paragraphs, Exh ibits and Schedules of this
Agreement unless the context otherwise requires. The words ―include,‖ ―includes‖ and ―including‖ shall be deemed to be followed by the
phrase ―without limitation.‖ The words ―hereof,‖ ―herein‖ and ―hereunder‖ and words of similar import when used in this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement. Un less otherwise expressly provided herein, any statute or
law defined or referred to herein means such statute or law as fro m t ime to t ime amended, modified or supplemented, including by succession
of comparab le successor statutes . Except to the extent a provision of this Agreement expressly incorporates federal income tax rules by
reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, t his Agreement shall
govern, even when inconsistent with, or d ifferent fro m, the provisions of the Delaware Act or any other law or ru le.


                                                                                                                                                 13
                                                                  ARTICLE II

                                                        Organizational and Other Matters

                    SECTION 2.01. Format ion and Continuation of LLC; Effective Time. The LLC was formed on January 25, 2006,
pursuant to the provisions of the Delaware Act, and the Members hereby agree to continue the LLC as a limited liability co mpa ny pursuant to
the Delaware Act, upon the terms and subject to the conditions set forth in this Agreement. Upon consummat ion of the Private Placement,
(a) this Agreement shall become effect ive (the ― Effective Time ‖) immediately and without any further action on the part of any party hereto
and (b) the terms, rights and obligations under the Existing LLC Agreement shall cease. As of the Effect ive Time, (a) the Units under the
Existing LLC Agreement shall be auto matically converted into Co mmon Units and (b) the holders of Un its under the Exis ting LLC Agreement
will be entitled to receive Preferred Membership Un its [or Class B Preferred Units] in amounts as are determined in accordanc e with the terms
of the Private Placement (wh ich amounts are set forth on Schedule B). A lso at the Effect ive Time, the Corporation will contrib ute all proceeds
of the Rights Offering to the LLC, and the LLC will issue to the Corporation a number of Preferred Units equal to the number o f Depositary
Shares that the Corporation issued in the Rights Offering (wh ich amo unt is also set forth on Schedule B). An authorized officer or
representative of the LLC shall file and record any amend ments and/or restatements to the Certificate and such other document s as may be
required or appropriate under the laws of the State of Delaware and of any other ju risdiction in wh ich the LLC may conduct business. The
LLC shall, upon request, provide any Member with copies of each such document as filed and recorded.

                   SECTION 2.02. Limited Liability Co mpany Agreement. The Members agree that this Agreement serves the purpose of
establishing the affairs of the LLC and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby
agree that during the term of the LLC set forth in Sect ion 2.06 the rights and obligations of the Members with respect to the LLC will be
determined in accordance with the terms and conditions of this Agreement and, except where the Delaware Act provides that suc h rights and
obligations specified in the Delaware Act shall apply ―unless otherwise provided in a limited liability company agreement ‖ or words of similar
effect and such rights and obligations are set forth in this Agreement, the Delaware Act; provided that notwithstanding the foregoing,
Section 18-210 o f the Delaware Act (entitled ― Contractual Appraisal Rights ‖) shall not apply to or be incorporated into this Agreement.

                 SECTION 2.03. Name. The name of the LLC shall be ―Bio Fuel Energy, LLC.‖ The Manager in its sole discretion may
change the name of the LLC at any time and fro m time to time. Notificat ion of any such change shall be given to all Members. The LLC’s
business may be conducted under its name and/or any other name or names deemed a dvisable by the Manager.


                                                                                                                                                14
                    SECTION 2.04. Purpose. The purpose and the business of the LLC shall be to engage in any lawful business for which a
limited liability co mpany may be organized under the Delaware Act. The LLC shall have any and all powers necessary or desirable to carry
out the purposes and business of the LLC, to the extent that the same may be lawfully exercised by limited liability co mpanie s under the
Delaware Act.

                  SECTION 2.05. Principal Office; Registered Office. The principal office of the LLC shall be located at 1600 Broadway,
Suite 2200, Denver, CO 80202, or at such other place as the Manager may fro m time to time designate, and all business and activities of the
LLC shall be deemed to have occurred at its principal office. The LLC may maintain offices at such other place or places as the Manager
deems advisable. The address of the registered office of the LLC in the State of Delaware shall be as set fort h in the Cert ificate and the
registered agent for service of process on the LLC in the State of Delaware at such registered office shall be Co rporation Se rv ice Co mpany.

                 SECTION 2.06. Term. The term o f the LLC shall continue in existence until termination and dissolution thereof in
accordance with the provisions of Article IX.

                    SECTION 2.07. Foreign Qualification. Prio r to the LLC’s conducting business in any jurisdiction other than Dela ware,
the Manager shall cause the LLC to co mply, to the extent procedures are available and those matters are reasonably within the control of the
Officers, with all requirements necessary to qualify the LLC as a foreign limited liab ility co mpany in that jurisdiction. At the request of the
Manager or any Officer, each Member shall execute, acknowledge, swear to and deliver any or all cert ificates and other instru ments
conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the LLC as a foreign limit ed liab ility
company in all such jurisdictions in which the LLC may conduct business.

                    SECTION 2.08. Tax Classification of LLC. The Members intend that the LLC shall be treated as a partnership for federal
and state or local income tax purposes, and that each Member and the LLC shall file all tax returns and shall otherwise take all t ax and financial
reporting positions in a manner consistent with such treatment.

                                                                   ARTICLE III

                                                                   Management

                  SECTION 3.01. Sole Manager. The Members shall not manage and control the business and affairs of the LLC, except for
situations in which the approval of the Members is required by this Agreement or by non -waivable p rovisions of applicable law. The Manager
shall exclusively manage and control the LLC’s business, affairs and day-to-day operations and, in such capacity, shall be the ―manager‖ of the
LLC within the meaning of the Delaware Act.


                                                                                                                                                    15
                   SECTION 3.02. Authority of the Sole Manager. Except for situations in which the approval of the Members is otherwise
required by this Agreement, or by non-waivable provisions of applicable law, (i) the powers of the LLC shall be exercised by or under the sole,
absolute and exclusive direction of the Manager, (ii) the Manager may make all decisions and take all actions for the LLC not otherwise
provided for in this Agreement, and (iii) the Manager shall possess all powers necessary, convenient or appropriate to carry out the business of
the LLC, includ ing doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement (and is hereby
authorized and directed, on behalf of the LLC and in accordance with Section 18 -404(c) of the Delaware Act, to do all such things and to take
all such actions without any further act, vote, consent or approval of any Member or the Board, unless otherwise specifically required by this
Agreement).

                    SECTION 3.03. Authority of Members. In all matters relating to or arising out of the conduct of the operation of the LLC,
the decision of the Manager shall be the decision of the LLC. Except as required or permitted by applicable law, or exp ressly provided in the
ultimate sentence of this Section 3.03 or by separate agreement with the LLC, no Member who is not also the Manager (and acting in such
capacity) shall take any part in the management or control of the operation or business of the LLC in its capacity as a Membe r, nor shall any
Member who is not also the Manager (and acting in such capacity) have any right, authority or power to act for o r on behalf of or bind the LLC
in his or its capacity as a Member in any respect or assume any obligation or responsibility of the LLC or of any oth er
Member. Notwithstanding the foregoing, the LLC may emp loy one or more Officers fro m time to time, and such Officers, in t heir capacit y as
emp loyees of the LLC, may take part in the control and management of the business of the LLC to the extent such authority and power to act
for or on behalf of the LLC has been delegated to them by the Manager.

                  SECTION 3.04. Removal and Rep lacement of Manager. The Manager may not be removed or replaced at any time with
or without the consent of the Manager.

                   SECTION 3.05. Reliance by Third Parties. Any Person dealing with the LLC, other than a Member, may rely on the
authority of the Manager (or any Officer authorized by the Manager) in taking any action in the name of the LLC without inquiry into the
provisions of this Agreement or co mpliance herewith, regardless of whether that action actually is taken in accordance with the prov isions of
this Agreement. Every agreement, instrument or document executed by the Manager (or any Officer authorized by the Manager) in the name
of the LLC with respect to any business or property of the LLC shall be conclusive evidence in favor of any Person relying th ereon or claiming
thereunder that (i) at the time of the execution or delivery thereof, th is Agreement was in full force and effect, (ii) such agreement, instrument
or document was duly executed according to this Agreement and is binding upon the LLC and (iii) the Manager or such Officer was duly
authorized and empowered to execute and deliver such agreement, instrument or docu ment for and on behalf of the LLC.


                                                                                                                                                 16
                   SECTION 3.06. Officers. (a) Designation and Appointment. The officers of the Co rporation shall automat ically be
designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and au thority held by such
Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such
persons. In addition, the Manager may (but need not), fro m time to time, designate and appoint one or more persons as additional Offic ers of
the LLC. No Officer need be a resident of the State of Delaware or a Member. Any additional Officers so designated shall have such authority
and perform such duties as the Manager may, fro m time to time, delegate to them, and no Officer shall be deemed to be a Manag er as a result
of his or her status as an Officer. The Manager may assign titles to particular Officers and create officer positions in its discretion. Un less
the Manager otherwise decides, if the title is one common ly used for officers of a business corporation, the assig nment of such title shall
constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific
delegation of authority and duties made to such Officer by the Co rporation or by the Mana ger pursuant to this Section 3.06(a). Each Officer
shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer ’s death or until such Officer
shall resign or shall have been removed in the manner here inafter provided. Any number of offices may be held by the same in dividual. The
salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed fro m time to time by the Corpora tio n or the
Manager, as applicable.

                     (b) Resignation/Removal. Any Officer (subject to any contract rights available to the LLC, if applicab le) may resign as
such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, a t the
time of its receipt by the Manager. The acceptance of a resignation shall not be necessary to make it effect ive, unless expressly so provided in
the resignation. Any Officer may be removed as such, either with or without cause, by the Manager in it s discretion at any time; provided ,
however , that such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Designation of an Officer
shall not of itself create contract rights. Any vacancy occurring in any office of the LLC may be filled by the Manager.

                                                                   ARTICLE IV

                                                           Distributions and Allocations

                  SECTION 4.01. Distributions. (a) After all Bridge Preferred Distributions have been made pursuant to Section 4.01(g),
the Manager, in its discretion, may authorize distributions by the LLC to the Members (including in the event of an extraordinary dividend,
refinancing, recapitalization, merger o r other restructuring transaction), which distributions shall be made pro rata in accordance with the
Members’ respective Unit Percentages.

                  (b) At the IPO Effect ive Time, each Management Member (other than Edelman) deposited with the Escrow Agent one -half
of the number of IPO Effect ive Time Units issued to such Management Member in respect of the C Units and/or D Un its held by such
Management Member under the A&R LLC Agreement, together with an equal number of shares of Class B Stock (collectively, the ― Escrowed
Securities ‖). The Escrowed Securit ies are held by the Escrow Agent pursuant to the terms of the Escrow Agreement.


                                                                                                                                                   17
                    (c) Green light and Third Point shall p rovide to the Manager within five Business Days after the True-Up Date a cert ificate
setting forth (i) the date of each Greenlight/Third Point Sale, (ii) the price per share of Co mmon Stock sold by Greenlight and/or Third Po int in
such Greenlight/Third Point Sale, (iii) the number of shares of Co mmon Stock sold by Green light and/or Third Po int in such Greenlight/Third
Point Sale, (iv) the number o f Co mmon Units and number of shares of Co mmon Stock held by each of Green light and Third Point as of the
True-Up Date, if any (and the number of shares that are deemed to have been sold on the True-Up Date for purposes of this Section 4.01(c)),
and (v) the Trading Price as of the True-Up Date.

                     (d) W ithin ten Business Days after the True-Up Date, Green light shall prepare, in consultation with the Manager, Third Po int
and the Management Members, and deliver to each of the Manager, Third Po int and each Management Member a certificate (the ― True-Up
Cert ificate ‖) setting forth the True-Up Value and each Management Member’s IPO Effective Time Un its, Trued-Up Units and the related
Excess Amount or Shortfall A mount, as applicable. The True-Up Cert ificate shall set forth computations and other informat ion in reasonable
detail sufficient to demonstrate the calculation of such amounts. Each of the Manager, Th ird Po int and each Management Member shall assist
Greenlight in the preparation of the True -Up Cert ificate as reasonably requested by Greenlight.

                  (i) The True-Up Certificate shall beco me final and binding upon the parties upon the tenth Business Day following the
         receipt by the Manager, Third Po int and the Management Members of the True-Up Certificate, unless the Manager, Third Po int or a
         Management Member g ives written notice of its disagreement with the True-Up Certificate (a ― Notice of Disagreement ‖) to
         Greenlight, with a copy to the Manager, prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature
         of any disagreement so asserted. If a Notice of Disagreement is received by Green light and the Manager in a timely manner, then the
         True-Up Certificate shall beco me final and binding upon the parties upon the earlier of (A) the date that the Manager, Greenlight,
         Third Po int and the Management Members resolve in writing any differences they have with respect to the matters specified in th e
         Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm.

                   (ii) During the ten Business Day-period fo llo wing the delivery of a Notice of Disagreement, the Manager, Green light, Third
         Point and the Management Members shall seek in good faith to resolve in writing any differences that they may have with respe ct to
         the matters specified in the Notice of Disagreement. At the end of such ten Business Day-period, Greenlight and the Manager shall
         submit to an independent accounting firm (the ― Accounting Firm ‖) for arbit ration any and all matters that remain in dispute and were
         included in the Notice of Disagreement. The Accounting Firm shall be such nationally recognized independent public accounting firm
         as shall be agreed upon by the Manager, Greenlight, Third Po int and the Management Members in writing. Judgment may be entered
         upon the determination of the Accounting Firm in any court having jurisdiction over the party or parties against which such
         determination is to be enforced.


                                                                                                                                                 18
        (e) In the event that:

             (i) a Management Member’s IPO Effective Time Un its are greater than such Management Member ’s Trued-Up Units
(the excess being the ― Excess Amount ‖), then

                 (A) with respect to such Management Member (other than Edelman), a number of Co mmon Units equal to the
        product of (A) the Greenlight/Third Po int Specified A Unit Percentage and (B) the lesser of (x) the Excess Amount and (y)
        the number of such Management Member’s Escrowed Securit ies, shall be released and distributed in accordance with the
        Escrow Agreement to Greenlight and Third Point pro rata based on their respective Specified A Un it Percentages, and all o f
        such Management Member’s Escrowed Securities that are not required to be distributed to Greenlight or Third Point shall be
        released and distributed to such Management Member in accordance with the Escrow Agreement; and

                 (B) with respect to Edelman, he shall either (x) d istribute a number of Co mmon Units equal to Edelman’s Excess
        Amount to Greenlight and Third Po int pro rata based on their respective Specified A Unit Percentages, or (y) pay an amount
        in cash equal to the product of (i) Edelman’s Excess Amount, mu ltiplied by (ii) the Trading Price as of the date of pay ment,
        to Greenlight and Third Point pro rata based on their respective Specified A Un it Percentages; and

          (ii) a Management Member’s IPO Effective Time Un its are less than such Management Member’s Trued-Up Units (the
shortfall being the ― Shortfall A mount ‖), then both:

                 (A) Greenlight and Third Point shall deliver to such Management Member either (or any co mbination of):

                            (x) a nu mber of Co mmon Units equal to the product of (I) such Management Member’s Shortfall A mount,
                 mu ltip lied by (II) Greenlight’s or Third Point’s applicable Specified A Unit Percentage; or

                            (y) an amount in cash equal to the product of (I) such Management Member ’s Shortfall A mount,
                 mu ltip lied by (II) the Trading Price as of the date of payment, mu ltip lied by (III) Green light’s or Third Po int’s
                 applicable Specified A Un it Percentage; and

               (B) all of such Management Member’s Escrowed Securit ies shall be released and delivered to such Management
        Member in accordance with the Escrow Agreement; and


                                                                                                                                           19
                   (iii) to the extent a Member is obligated to deliver, or cause to be delivered, Co mmon Units pursuant to this Section 4.01(e) ,
         (I) such Member may deliver, or cause to be delivered, a number of shares of Co mmon Stock equal to the number of Co mmon Units
         required to be delivered in lieu o f delivering such Common Units (or any co mbination of shares of Co mmon Stock and Co mmo n
         Units) and (II) to the extent such Member does not deliver shares of Co mmon Stock in accordance with clause (I) above (and do es not
         deliver cash in lieu of Co mmon Units, if permitted), shall also deliver with such Co mmon Un its a number of shares of Class B Stock
         equal to the number of Co mmon Units required to be delivered.

                 (iv) In fu rtherance of the foregoing, pro mptly upon the True-Up Cert ificate becoming final and binding upon the parties, as
         provided in this Section 4.01, the Manager, in consultation with Greenlight and Third Point, shall prepare the release certif icate
         contemplated by the Escrow Agreement and deliver such release certi ficate to the Escrow Agent.

                    (f) (i) In addit ion to the foregoing, if the Manager reasonably determines that the operations of the LLC for a Fiscal Year will
give rise to net taxable income for any of the Members (― Net Taxable Inco me ‖), the Manager shall cause the LLC to distribute Available Cash
for purposes of allo wing each of the Members to fund their respective inco me tax liabilities attributable to the LLC (the ― Tax Distributions
‖). The Tax Distributions payable to a Member with respect to any Fiscal Year shall be co mputed based upon the Manager’s estimate of the
Net Taxab le Inco me allocable to such Member for such Fiscal Year in accordance with this Article IV (taking into account the effect of
Section 4.04(b)), mu lt iplied by the Assumed Tax Rate (the ― Tax A mount ‖). For purposes of computing the Tax A mount, the effect of any
benefit to a Member under Section 743(b) of the Code will be ignored but any tax cred its allocated to a Member fo r such Fiscal Year shall be
taken into account. No Tax Distributions shall be made with respect to the Bridge Preferred LLC Interests.

                   (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by
corporations of estimated taxes under the Code in the fo llo wing manner: (A) for the first quarterly period, 25% of the Tax A mo unt, (B) for the
second quarterly period, 50% o f the Tax A mount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of
the Tax A mount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax A mount, less the
prior Tax Distributions for the Fiscal Year. Fo llo wing each Fiscal Year, and no later than one day prior to the due date for the p ayment by
corporations of income taxes for such Fiscal Year, the Manager shall make an amended calculation of the Tax A mount for such F iscal Year
(the ― Amended Tax A mount ‖), and shall cause the LLC to distribute a Tax Distribution, out of Availab le Cash, to the extent that the Amended
Tax A mount so calculated exceeds the cumulat ive Tax Distributions previously made by the LLC in respect of such Fiscal Year. If the
Amended Tax A mount is less than the cumulat ive Tax Distributions previously made by the LLC in respect of the relevant Fiscal Year, then
the difference (the ― Credit A mount ‖) shall be applied against, and shall reduce, the amount of Tax Distributions made to the Members for
subsequent Fiscal Years. Within 30 days follo wing the date on which the LLC files a tax return on IRS Form 1065 (or any successor form), the
Manager shall make a final calculat ion of the Tax A mount of such Fiscal Year (the ― Final Tax A mount ‖) and shall cause the LLC to distribute
a Tax Distribution, out of Available Cash, to the extent that the Final Tax A mount so calculated exceeds the Amended Tax A mount. If the
Final Tax A mount is less than the Amended Tax A mount in respect of the relevant Fiscal Year, then the difference (― Additional Cred it
Amount ‖) shall be applied against, and shall reduce, the amount of Tax Distributions made to the Members for subsequent Fiscal Years. Any
Cred it A mount and Additional Credit A mount applied against future Tax Distributions shall be treated as an amount actually di stributed
pursuant to this Section for purposes of the computations herein. In the event that the Tax Distributions made to a Member for any Fiscal Year
shall be less than the Final Tax A mount for such Member due to an insufficiency of Available Cash, then such Member shall receive additional
Tax Distributions out of the first Available Cash in subsequent Fiscal Years to make up for such shortfall.


                                                                                                                                                  20
                  (iii) For the avoidance of doubt, any Tax Distributions distributed to a Member pursuant to this Section 4.01(f) shall not
affect the amount of distributions that may be made to such Member pursuant to Section 4.01(a).

                     (g) The LLC shall make prio rity Distributions to the Bridge Preferred Member with respect to its Bridge Preferred LLC
Interest in an amount equal to the sum of (i) the Bridge Loan Capital Contribution and (ii) all accrued and unpaid Bridge Pre ferred Returns
(collect ively, the ― Bridge Preferred Distributions ‖). The LLC shall make the Bridge Preferred Distributions at such times and in such
amounts so as to enable the Bridge Preferred Member to timely make all required payments under the Bridge Loan Agreement; provided that
any Bridge Preferred Distributions to be made with the proceeds of the Rights Offering or the Private Placement shall be made promptly upon
receipt of such proceeds.

                  SECTION 4.02. Liquidation Distribution. Distributions made upon Liquidation of the LLC shall be mad e as provided in
Section 9.02.

                 SECTION 4.03. Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement,
the Manager shall not authorize a distribution to any Member if such distribution would violate Section 18-607 of the Delaware Act or other
applicable law.


                                                                                                                                               21
                   SECTION 4.04. A llocations. (a) Net Inco me and Net Loss. Except as otherwise provided in this Agreement, Net
Income and Net Loss (and, to the extent necessary, individual items of inco me, gain, loss, deduction or credit) of the LLC shall be allocated
among the Members in a manner such that, after giving effect to the special allocations set forth in Section 4.05, the Cap ital Accounts of all
Members, immed iately after making such allocation, are, as nearly as possible, equal to the Distributions that would be made to such Member
if the LLC were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all LLC liab ilities were satisfied (limited
with respect to each nonrecourse liability to the Book Value of the assets securing such liability) and the net assets of the LLC were d istributed
in accordance with Sect ion 4.01(a) to the Members immed iately after making such allocation. If the application of the fo regoing allocation
provision results in unintended consequences as determined by the Manager, then the Manager shall have the authority to direc t the LLC’s
accountants or other Persons respons ible for maintain ing the Members ’ Capital Accounts to make such curative or remedial allocations as may
be deemed appropriate by the Manager, provided that the general effect of such allocations is consistent with Section 704(b) of the Code and
the Treasury Regulations thereunder. In determining Net Income and Net Loss, the Bridge Preferred Return shall be treated as a ―guaranteed
payment‖ described in Section 707(c) of the Code.

                     (b) Tax Allocations. For federal, state and local inco me tax purposes, items of inco me, gain, loss, deduction and credit
shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under Sections
4.01(a) and 4.05, except that tax items attributable to each asset with respect to which there is a difference between tax basis and Book Value
will be allocated in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder. Such allocations shall be made using
any reasonable method specified in Treasury Regulation Section 1.704-3 as the Tax Matters Member determines reasonably and in good faith;
provided that with respect to the assets contributed by Cargill the Tax Matters Member shall use either (i) the traditional method with curative
allocations or (ii) the remed ial method.

                   SECTION 4.05. Special Allocations. (a) Min imu m Gain Chargeback. Notwithstanding any other provision of
Section 4.04, if there is a net decrease in Minimu m Gain or Nonrecourse Debt Minimu m Gain (determined in accordance with t he principles of
Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any Taxable Year, the Members shall be specially allocated items of Net
Income for such year (and, if necessary, s ubsequent years) in an amount equal to their respective shares of such net decrease during such year,
determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in
accordance with Treasury Regulation Sect ions 1.704-2(f), 1.704-2(i)(4), 1.704-2(j)(2). This Sect ion 4.05(a) is intended to comply with the
minimu m gain chargeback requirements in such Treasury Regulation Sections and shall be interpreted consistently therewith; in cluding that no
chargeback shall be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4).

                  (b) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or dist ributions
described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Net Income shall be specially allocated to such Member in
an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as
promptly as possible; provided that an allocation pursuant to this Section 4.05(b) shall be made if and only to the extent that such Member
would have an Adjusted Capital Account Deficit after all other allocations provided for in Sect ion 4.01 and this Section 4.05 have been
tentatively made as if this Section 4.05(b) were not in the Agreement. Th is Section 4.05(b ) is intended to comply with the ―qualified inco me
offset‖ requirement in such Treasury Regulation Section and shall be interpreted consistently therewith.


                                                                                                                                                  22
                    (c) Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a), any Member’s interests in LLC
profits shall be in proportion with the respective Unit Percentage.

                     (d) Nonrecourse Deductions. Any Member nonrecourse deductions (as defined in Treasury Regulat ion
Section 1.704-2(i)(1) and (2)) for any Fiscal Period shall be allocated to the Member who bears the economic risk o f loss with respect to the
liab ility to wh ich such Member nonrecourse deductions are attributable in accordance with Treasury Regulation
Section 1.704-2(i)(1). Nonrecourse Deductions (as such term is defined in Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) of the
LLC shall be allocated to the Members in proportion with the respective Unit Percentage.

                  (e) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Co mpany asset pursuant to
Sections 734(b) o r 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in
determining the Cap ital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the
Members in a manner consistent with the manner in which their Capital Accounts are requ ired to be adjusted pursuant to such regulation.

                  (f) Ordering Rules. Notwithstanding anything to the contrary in this Agreement, allocations for any Fiscal Year or other
period of nonrecourse deductions or of items required to be allocated pursuant to the min imu m gain chargeback requirements co ntained in
Section 4.05 shall be made before any other allocations hereunder.

                   SECTION 4.06. Tax W ithholding; Withholding Advances. (a) Tax Withholding . If requested by the Manager, each
Member shall deliver to the LLC: (i) docu mentation in form reasonably satisfactory to the Manager that the applicable Member is not subject
to withholding under the provisions of any federal, state, local, foreign or other law; and/or (ii) any other form or instrument reasonably
requested by the Manager relating to any Member’s status under such law. In the event that a Member fails or is unable to deliver to the
Manager the documentation described in subclause (i) of this clause (a), the Manager will withhold amounts from such Member in acco rdance
with Sect ion 4.06(b) (relating to Withholding Advances).

                   (b) Withholding Advances – General. To the extent the LLC is required by law to withhold or to make tax pay ments on
behalf of or with respect to any Member ( e.g. , backup withholding) (― W ithholding Advances ‖), the Manager may withhold such amounts
and make such tax pay ments as so required; provided that, unless such withholding or pay ment is required by law or regulat ion to be made in a
lesser amount of time, the Manager shall provide not less than ten (10) Business Days ’ notice to the applicable Member prior to making such
withholding or pay ment.


                                                                                                                                                 23
                   (c) Repayment of W ithholding Advances. Any Withholding Advances made on behalf of a Member that are not satisfied
by withholding fro m cash distributable to such Member, p lus interest thereon at a rate equal to the prime rate announced by Citibank, N.A. as
of the date of such Withholding Advances plus two percent (2%) per annu m, shall (i) be paid by the Member on whose behalf such
Withholding Advances were made on demand by the LLC or (ii) with the consent of the Manager in its sole discretion be repaid by reducing
the amount of the current or next succeeding Distribution or Distributions which would otherwise have been made to such Member or, if such
Distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Membe r. Whenever
repayment of a W ithholding Advance by a Member is made as described in clause (ii) above, for all other purposes of this Agreement such
Member shall be treated as having received all the applicable Distributions unreduced by the amount of such Withholding Advan ce and interest
thereon.

                    (d) Withholding Advances – Reimbursement of Liab ilit ies. Each Member hereby agrees to reimburse the LLC for any
liab ility with respect to Withholding Advances (including interest thereon) required or made on behalf of or with respect to such Member
(including penalties imposed with respect thereto).

                                                                  ARTICLE V

                                             Capital Contributions; Capital Accounts; Tax Matters

                  SECTION 5.01. Cap ital Contributions.

                   (a) The Members have made, on or p rior to the date hereof, Cap ital Contributions and have acquired the number and class of
Units as specified opposite their respective names on Schedule B, wh ich shall be updated by the Manager fro m time to time as appropriate.

                  (b) The Bridge Preferred Member has made, on September 24, 2010, a Capital Contribution (the ― Bridge Loan Capital
Contribution ‖) to the LLC in exchange for the Bridge Preferred LLC Interest in an amount equal to the Bridge Loan Principal Amount.

                  SECTION 5.02. No Additional Cap ital Contributions. No Member (x) shall be required to make addit ional Capital
Contributions to the LLC without the prior written consent of such Member or (y ) shall, except as otherwise provided in this Article, be
permitted to make addit ional Capital Contributions to the LLC without the consent of the Manager.

                 SECTION 5.03. Cap ital Accounts. (a) The LLC shall maintain on its books and records a separate capital account for
each Member accord ing to the rules of Treasury Regulation Sect ion 1.704-1(b) (each such account, a ― Capital Account ‖). The amount in the
Capital Account of any Member at any time shall be equal to the sum of:

                  (i) the amount of such Member’s Capital Contributions, plus


                                                                                                                                             24
                  (ii) the amount of Net Inco me allocated to such Member pursuant to Section 4.04 or any items in the nature of inco me or gain
         which are specially allocated pursuant to Section 4.05; p lus

                  (iii) the amount of any LLC liab ilities that are assumed by such Member (other than liabilities that are secured by any LLC
         property distributed to such Member that the Member is considered to assume or take subject to Section 752 of the Code)

                  and the sum of subsections (i) through (iii) shall be reduced by the sum of:

                 (iv) the amount of Net Losses allocated to such Member pursuant to Section 4.04 or any items in the nature of expenses or
         losses which are specially allocated pursuant to Section 4.05; plus

                  (v) the amount of cash and the Book Value of p roperty, if any, distributed to such Member by the LLC (net of liabilities
         secured by such distributed property that such Member is considered to assume or take subject to Section 752 of the Code); plu s

                  (vi) the amount of any liabilities of such Member that are assumed b y the LLC (other than liab ilities that are secured by any
         property contributed by such Member to the LLC).

                  (b) (i) The Manager shall ad just the Book Values and Capital Account balances as of the IPO Effective Time in accordance
with Treasury Regulation Section 1.704-1(b)(2)(iv )(f)-(g) based upon the price of the Co mmon Stock in the IPO and (ii) the Manager may
adjust the Book Values and Capital Account balances in connection with any subsequent event described in Treasury Regulatio n Section
1.704-1(b)(2)(iv)(f); provided , however , that the Manager shall so adjust the Book Values and Capital Account balances if the aggregate
amount of such an adjustment would be material.

                  (c) In the event that any Person is transferred Units of a Member in accordance with the provisions of Article VIII, such
Person shall succeed to the Capital Account of the transferor Member to the extent the Capital Account relates to the transfe rred interest (or a
portion thereof).

                 SECTION 5.04. Negative Capital Accounts. No Member shall be required to pay to any other Member or the LLC the
amount of any deficit or negative balance that may exist fro m t ime to time in such Member’s Capital Account (including upon Liquidation).

                   SECTION 5.05. Loans Fro m Members. Loans by Members to the LLC shall not be considered Capital Contributions. If
any Member shall loan funds to the LLC in excess of the amounts required hereunder to be contributed by such Memb er to the capital of the
LLC, the making of such loans shall not result in any increase in the amount of the Cap ital Account of such Member. The amount of any such
loans shall be a debt of the LLC to such Member and shall be payable or co llect ible in acco rdance with the terms and conditions upon which
such loans are made.


                                                                                                                                                    25
                   SECTION 5.06. Preparat ion of Tax Returns. The Manager shall cause the LLC to accurately prepare and timely file all tax
returns required to be filed by the LLC and its Subsidiaries. In furtherance of the foregoing, the LLC shall provide the Members with estimated
Schedule K-1s by March 15 of each calendar year, which shall address the immed iately preceding year.

                    SECTION 5.07. Tax Elect ions. The Manager shall cause the LLC and any Subsidiary that is a partnership for tax purposes
to make an elect ion pursuant to Section 754 of the Code (and any comparab le elect ions under the applicable state and local ta x laws) to adjust
the tax basis of its assets in connection with transfers of Units. Except as otherwise expressly provided herein, the Manager shall, in its sole
discretion, determine whether to make or revoke any available election pursuant to the Code (o r any state or local tax laws). Each Member will
upon request supply any information reasonably necessary to give proper effect to any election.

                   SECTION 5.08. Tax Matters Member. The Manager is hereby designated the ― Tax Matters Member ‖ and is authorized
and required to represent the LLC (at the LLC’s expense) in connection with all examinations of the LLC’s affairs by tax authorit ies, including
resulting administrative and judicial proceedings, and to expend LLC funds for professional services rea sonably incurred in connection
therewith. Each Member agrees to cooperate with the LLC and the Tax Matters Member, and to do or refrain fro m doing any or all th ings
reasonably requested by the LLC with respect to the conduct of such proceedings, including providing the Tax Matters Member with such
informat ion as the Tax Matters Member may reasonably request. The Tax Matters Member shall keep all Members fully in formed of the
progress of any examinations, audits or other proceedings. Each Member may, at its own expense, participate in any meetings with the relevant
tax authorities.

                                                                  ARTICLE VI

                                                   Books, Records, Accounting and Reports

                   SECTION 6.01. Records and Accounting. The LLC shall keep, or cause to be kept, appropriate books and records with
respect to the LLC’s business, including all books and records necessary to provide any information, lists and copies of documents required to
be provided pursuant to applicable laws. A ll matters concerning (i) the determination of the relative amount of allocations and distributions
among the Members pursuant to Article IV and (ii) accounting procedures and determinations, and other determinations not specifically and
expressly provided for by the terms of this Agreement, shall be determined by the Manager, whose determination shall be final and conclusive
as to all of the Members absent manifest clerical error.


                                                                                                                                               26
                  SECTION 6.02. Fiscal Year. The fiscal year (the ― Fiscal Year ‖) of the LLC for financial statement and federal income
tax purposes shall be the same and shall, except as otherwise required in accordance with the Code, end on December 31.

                                                                   ARTICLE VII

                                                                     LLC Un its

                    SECTION 7.01. Units. LLC Interests, other than the Bridge Preferred LLC Interest, shall be represented by Units. The
authorized Un its which the LLC has authority to issue consist of [           ] Co mmon Units, [     ] Preferred Units [and [     ] Class B Preferred
Units]. The Manager may establish other classes fro m time to time in accordance with such procedures and subject to such conditions a nd
restrictions as the Manager shall determine fro m time to time. Except as expressly provided in this Agreement to the contrary, any reference to
―Units‖ shall include any other classes that may be established in accordance with this Agreement. All Units of a part icular class shall have
identical rights in all respects as all other Un its of such class, except in each case as otherwise specified in this Agreement.

                  SECTION 7.02. Cargill Stock Pay ment. Concurrent with the issuance of Depositary Shares to Cargill in connection with
the Cargill Stock Pay ment, the LLC will issue to the Corporatio n a number of Preferred Units equal to the number of Depositary Shares issued
to Cargill and such issuance shall be reflected on the register of the LLC.

                   SECTION 7.03. Reg ister. The register of the LLC shall be the definit ive record of ownership of each Un it and all relevant
informat ion with respect to each Member. Unless the Manager shall determine otherwise, Units shall be certificated as provided in Section
7.10, 7.11 or 7.12, as applicable, and recorded in the books and records of the LLC.

                   SECTION 7.04. Splits, Distributions and Reclassifications of Co mmon Stock. The LLC shall not in any manner subdivide
(by any Unit split, Unit d istribution, reclassification, recapitalization or otherwise) or co mbine (by reverse Unit split, re classification,
recapitalization or otherwise) the outstanding Units unless an identical event is occurring with respect to the Common Stock. In the event of
any such subdivision or combination of the Co mmon Stock, the Units shall auto matically be subdivided or comb ined concurrently with and in
the same manner as the Co mmon Stock. The register of the LLC shall be adjusted accordingly and on a timely basis.

                  SECTION 7.05. Sp lits, Distributions and Reclassificat ions of Series A Non-Vot ing Convertib le Preferred Stock. The LLC
shall not in any manner subdivide (by any Preferred Unit split, Preferred Unit d istribution, reclassificat ion, recapitalizat ion or otherwise) or
combine (by reverse Preferred Unit split, reclassification, recapitalization or otherwise) the outstanding Preferred Units unless an identical
event is occurring with respect to the Series A Non-Voting Convertible Preferred Stock. In the event of any such subdivision or comb ination of
the Series A Non-Vot ing Convertible Preferred Stock, the Preferred Units s hall automat ically be subdivided or comb ined concurrently with and
in the same manner as the Series A Non-Vot ing Convertible Preferred Stock. The register of the LLC shall be adjusted accordingly and on a
timely basis.

                  SECTION 7.06. Cancellation of Co mmon Stock and Un its. At any time a share of Co mmon Stock is redeemed,
repurchased, acquired, cancelled o r terminated by the Corporation, one Co mmon Unit registered in the name of the Manager will hereby
automatically be cancelled for no consideration by the LLC so that the number of Co mmon Un its held by the Corporation at all times equals
the number of shares of Co mmon Stock outstanding. The register of the LLC shall be adjusted accordingly and on a timely basis.


                                                                                                                                                   27
                   SECTION 7.07. Incentive Plans. At any time the Co rporation issues a share of Co mmon Stock pursuant to an Incentive
Plan (whether pursuant to the exercise of a stock option or the grant of a restricted share award or otherwise), the fo llowing shall occur: (a) the
Corporation shall be deemed to contribute to the capital of the LLC an amount of cash equal to the current per share market p rice of a share of
Co mmon Stock on the date such share is issued (or, if earlier, the date the related option is exercised) and the Capital Account of the
Corporation shall be ad justed accordingly; (b) the LLC shall be deemed to purchase fro m the Corporation a share of Co mmon Stock for an
amount of cash equal to the amount of cash deemed contributed by the Corporation to the LLC in clause (a) above (and such share is deemed
delivered to its owner under the Incentive Plan); (c) the net proceeds (including the amount of any payments made on a loan with respect to a
stock purchase award) received by the Corporation with respect to such share, if any, shall be concurrently transferred and paid to the LLC (and
such net proceeds so transferred shall not constitute a Capital Contribution); and (d) the LLC shall issue to the Corporation one Co mmon Unit
registered in the name o f the Co rporation. The LLC shall retain any net proceeds that are paid directly to the LLC.

                  SECTION 7.08. Offerings of Co mmon Stock. At any time the Corporation issues a share of Co mmon Stock other than
pursuant to an Incentive Plan, the net proceeds received by the Corporation with respect to such share, if any, shall be conc urrently transferred
to the LLC and the LLC shall issue to the Corporation one Co mmon Unit reg istered in the name o f the Co rporation.

                   SECTION 7.09. Reg istered Members. The LLC shall be entitled to recognize the exclusive right of a Person registered on
its records as the owner of Un its for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the
part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act.

                    SECTION 7.10. Certification and Terms of Co mmon Un its. Each Co mmon Un it shall be represented by a certificate in
the form attached hereto as Schedule D (an ― LLC Co mmon Cert ificate ‖) and shall be imp rinted with a legend in substantially the following
form, in addit ion to any applicable legends required under the Escrow Agreement:

                  ―THE UNITS REPRESENTED BY THIS LLC CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AM ENDED (THE ―ACT‖), OR APPLICA BLE STATE SECURITIES LAWS (―STATE
                  ACTS‖) AND MA Y NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF
                  WITHOUT AN EFFECTIVE REGISTRATION UNDER THE ACT OR STATE ACTS OR AN EXEM PTION
                  THEREFROM. THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC CERTIFICATE IS SUBJECT TO
                  THE CONDITIONS SPECIFIED IN THE THIRD AM ENDED AND RESTATED LIMITED LIABILITY COMPANY
                  AGREEM ENT, DATED A S OF __, 201[ ], AS AM ENDED AND M ODIFIED FROM TIM E TO TIM E, GOVERNING
                  THE ISSUER (THE ―COMPANY‖) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH
                  CONDITIONS SHA LL BE FURNISHED BY THE COM PANY TO THE HOLDER HEREOF UPON WRITTEN
                  REQUEST A ND WITHOUT CHARGE.‖


                                                                                                                                                  28
                  (a) Upon any issuance of Co mmon Units to any Member in accordance with the provisions of this Agreemen t (including
upon conversion of any Preferred Units [or Class B Preferred Units]), the LLC shall issue one or more LLC Co mmon Cert ificates in the name
of such Member. Each such LLC Co mmon Certificate shall be denominated in terms of the nu mber of Co mmon Units evidenced by such LLC
Co mmon Cert ificate and shall be signed by the Manager on behalf of the LLC.

                  (b) The LLC shall issue a new LLC Co mmon Certificate in place of any LLC Co mmon Cert ificate previously issued if the
holder of the Co mmon Units represented by such LLC Co mmon Certificate, as reflected on the books and records of the LLC:

                   (i) makes proof by affidavit, in form and substance satisfactory to the Manager, that such previously issued L LC Co mmon
        Cert ificate has been lost, stolen or destroyed;

               (ii) requests the issuance of a new LLC Co mmon Certificate before the Manager has notice that such previously issued LLC
        Co mmon Cert ificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

                  (iii) if requested by the Manager, delivers to the LLC a bond, in form and substance satisfactory to the Manager, with such
        surety or sureties as the Manager may direct, to indemnify the LLC and the Manager against any claim that may be made on account
        of the alleged loss, destruction or theft of the previously issued LLC Co mmon Cert ificate; and

               (iv) satisfies any other reasonable requirements imposed by the Manager and any applicable requirements under the Escro w
        Agreement.

                   (c) Upon a Member’s Transfer of any or all of the Co mmon Un its represented by an LLC Co mmon Certificate in co mpliance
with Art icle VIII hereof, the transferee of such Co mmon Units shall deliver such LLC Co mmon Certificate to the Manager for cancellation,
and the Manager shall thereupon issue a new LLC Co mmon Certificate to such transferee for the Co mmon Units being transferred and, if
applicable, cause to be issued to such transferor a new LLC Co mmon Certificate for that number of Co mmon Units represented by the canceled
LLC Co mmon Certificate which are not being transferred.

                  (d) As of the Effect ive Time, the Units under the Existing LLC Agreement shall be automat ically converted into Co mmon
Units and the then existing certificates for such Units shall continue to be valid in all respects as LLC Co mmon Cert ificates.


                                                                                                                                               29
                  SECTION 7.11. Certification and Terms of Preferred Un its. Each Preferred Un it shall be represented by a certificate in
the form attached hereto as Schedule E (an ― LLC Preferred Certificate ‖) and shall be imprinted with a legend in substantially t he follo wing
form:

                  ―THE UNITS REPRESENTED BY THIS LLC CERTIFICAT E HA VE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AM ENDED (THE ―ACT‖), OR APPLICA BLE STATE SECURITIES LAWS (―STATE
                  ACTS‖) AND MA Y NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF
                  WITHOUT AN EFFECTIVE REGISTRATION UNDER THE ACT OR STATE ACTS OR AN EXEM PTION
                  THEREFROM. THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC CERTIFICATE IS SUBJECT TO
                  THE CONDITIONS SPECIFIED IN THE THIRD AM ENDED AND RESTATED LIMITED LIABILITY COMPANY
                  AGREEM ENT, DATED A S OF __, 201[ ], AS AM ENDED AND M ODIFIED FROM TIM E TO TIM E, GOVERNING
                  THE ISSUER (THE ―COMPANY‖) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH
                  CONDITIONS SHA LL BE FURNISHED BY THE COM PANY TO THE HOLDER HEREOF UPON WRITTEN
                  REQUEST A ND WITHOUT CHARGE.‖

                   (a) Upon any issuance of Preferred Units to any Member in accordance with the provisions of this Agreement, the LLC shall
issue one or mo re LLC Preferred Certificates in the name of such Member. Each such LLC Preferred Certificate shall be denominated in terms
of the number of Preferred Un its evidenced by such LLC Preferred Cert ificate and shall be signed by the Manager on behalf of the LLC.

                   (b) The LLC shall issue a new LLC Preferred Certificate in place o f any LLC Preferred Cert ificate previously issued if the
holder of the Un its represented by such LLC Preferred Certificate, as reflected on the books and records of the LLC:

                    (i) makes proof by affidavit, in form and substance satisfactory to the Manager, that such previously issued LLC Preferred
         Cert ificate has been lost, stolen or destroyed;

                  (ii) requests the issuance of a new LLC Preferred Certificate before the Manager has notice that such previously issue d LLC
         Preferred Cert ificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; and


                                                                                                                                                  30
                   (iii) if requested by the Manager, delivers to the LLC a bond, in form and substance satisfactory to the Manager, with such
         surety or sureties as the Manager may direct, to indemnify the LLC and the Manager against any claim that may be made on acco unt
         of the alleged loss, destruction or theft of the previously issued LLC Preferred Cert ificate.

                   (c) Upon a Member’s Transfer of any or all of the Preferred Un its represented by an LLC Preferred Certificate in co mpliance
with Art icle VIII hereof, the transferee of such Preferred Units shall deliver such LLC Preferred Certificate to the Manager for cancellation,
and the Manager shall thereupon issue a new LLC Preferred Certificate to such transferee for the Preferred Units being transferred and, if
applicable, cause to be issued to such transferor a new LLC Preferred Certificate for that number of Preferred Units represented by the c anceled
LLC Preferred Certificate which are not being transferred.

                   (d) Effect ive immediately upon the Preferred Stock Conversion , all Preferred Un its shall automatically and without action by
the holder or the LLC convert into Co mmon Units, on a one-for-one basis, and the holders of the Preferred Units so converted will also receive
one share of Class B Co mmon Stock for each Co mmon Unit received upon conversion. Upon such conversion, the LLC shall cause to be
issued to each holder of Preferred Units a new LLC Co mmon Certificate for that number o f Co mmon Units to be received upon suc h
conversion. For purposes of clarity, any Co mmon Units received upon the conversion of Preferred Un its shall be exchangeable for shares of
Co mmon Stock pursuant to Section 8.03.

                    (e) The LLC will not, without the approval of the holders of at least a majority of the Preferred Units then outstanding, ( i)
authorize or issue additional Preferred Units ( provided , however , that no such approval shall be required in respect of any Preferred Units to
be authorized and issued in connection with the Carg ill Stock Pay ment) or (ii) authorize or issue any other series of preferred interests or
preferred units which are senior or on parity with respect to liquidation or div idend payments to the Preferred Un its ( provided , however , that
no such approval shall be required in respect of any Preferred Un its [or Class B Preferred Units] issued in connection with the Private
Placement or the Bridge Preferred LLC Interest outstanding immed iately after the Effect ive Time). In addit ion, notwithstanding anything set
forth in Sect ion 11.03, this Agreement shall not be amended in such a way as would adversely affect the holders of the Preferred Units, in their
capacity as such, without the approval of the holders of at least a majority of the Preferred Un its then outstanding and the Manager shall not
take any action under this Agreement in contravention of this sentence.

                    SECTION 7.12. [Certification and Terms of Class B Preferred Units. Each Class B Preferred Unit shall be represented by
a certificate in the form attached hereto as Schedule F (an ― LLC Class B Preferred Cert ificate ‖) and shall be imp rinted with a legend in
substantially the following form:


                                                                                                                                                 31
                  ―THE UNITS REPRESENTED BY THIS LLC CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AM ENDED (THE ―ACT‖), OR APPLICA BLE STATE SECURITIES LAWS (―STATE
                  ACTS‖) AND MA Y NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF
                  WITHOUT AN EFFECTIVE REGISTRATION UNDER THE ACT OR STATE ACTS OR AN EXEM PTION
                  THEREFROM. THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC CERTIFICATE IS SUBJECT TO
                  THE CONDITIONS SPECIFIED IN THE THIRD AM ENDED AND RESTATED LIMITED LIABILITY COMPANY
                  AGREEM ENT, DATED A S OF __, 201[ ], AS AM ENDED AND M ODIFIED FROM TIM E TO TIM E, GOVERNING
                  THE ISSUER (THE ―COMPANY‖) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH
                  CONDITIONS SHA LL BE FURNISHED BY THE COM PANY TO THE HOLDER HEREOF UPON WRITTEN
                  REQUEST A ND WITHOUT CHARGE.‖

                 (a) Upon any issuance of Class B Preferred Units to any Member in accordance with the provisions of this Agreement, the
LLC shall issue one or mo re LLC Class B Preferred Certificates in the name of such Member. Each such LLC Class B Preferred Cert ificate
shall be denominated in terms of the number of Class B Preferred Units evidenced by such LLC Class B Preferred Certificate an d shall be
signed by the Manager on behalf of the LLC.

                  (b) The LLC shall issue a new LLC Class B Preferred Cert ificate in p lace of any LLC Class B Preferred Cert ificate
previously issued if the holder of the Class B Preferred Units represented by such LLC Class B Preferred Cert ificate, as reflected on the books
and records of the LLC:

                  (i) makes proof by affidavit, in form and substance satisfactory to the Manager, that such previously issued LLC Class B
         Preferred Cert ificate has been lost, stolen or destroyed;

                  (ii) requests the issuance of a new LLC Class B Preferred Cert ificate before the Manager has notice that such previously
         issued LLC Class B Preferred Certificate has been acquired by a purchaser for value in good faith and without notice of an ad verse
         claim; and

                   (iii) if requested by the Manager, delivers to the LLC a bond, in form and substance satisfactory to the Manager, with such
         surety or sureties as the Manager may direct, to indemnify the LLC and the Manager against any claim that may be made on ac count
         of the alleged loss, destruction or theft of the previously issued LLC Class B Preferred Certificate.

                    (c) Upon a Member’s Transfer of any or all of the Class B Preferred Units represented by an LLC Class B Preferred
Cert ificate in co mp liance with Art icle VIII hereof, the transferee of such Class B Preferred Un its shall deliver such LLC Class B Preferred
Cert ificate to the Manager for cancellat ion, and the Manager shall thereupon issue a new LLC Class B Preferred Certificate to such transferee
for the Class B Preferred Units being transferred and, if applicab le, cause to be issued to such transferor a new LLC Class B Preferred
Cert ificate for that number of Class B Preferred Un its represented by the canceled LLC Class B Preferred Cert ificate wh ich are not being
transferred.


                                                                                                                                               32
                  (d) Effective immed iately upon the Preferred Stock Conversion, all Class B Preferred Un its shall automatically and without
action by the holder or the LLC convert into Co mmon Un its, on a one-for-one basis, and the holders of the Class B Preferred Units so
converted will also receive one share of Class B Co mmon Stock for each Co mmon Unit received upon conversion. Upon such conversion, the
LLC shall cause to be issued to each holder of Class B Preferred Units a new LLC Co mmon Certificate for that number of Co mmon Units to be
received upon such conversion. Notwithstanding anything set forth in Section 8.03, no Co mmon Units received upon the conversion of Class B
Preferred Units shall be exchangeable for shares of Co mmon Stock pursuant to Section 8.03.

                   (e) The LLC will not, without the approval of the holders of at least a majority of the Class B Preferred Un its then
outstanding, (i) authorize or issue additional Class B Preferred Units or (ii) authorize or issue any other series of preferred interests or preferred
units which are senior or on parity with respect to liquidation or div idend payments to the Class B Preferred Units ( provided , however , that
no such approval shall be required in respect of (i) any Preferred Units or Class B Preferred Un its issued in connection with the Private
Placement or the Bridge Preferred LLC Interest outstanding immed iately after the Effect ive Time or (ii) any Preferred Un its t o be authorized
and issued in connection with the Cargill Stock Pay ment).] In addit ion, notwithst anding anything set forth in Section 11.03, this Agreement
shall not be amended in such a way as would adversely affect the holders of the Class B Preferred Un its, in their capacity as such, without the
approval of the holders of at least a majority of the Class B Preferred Units then outstanding and the Manager shall not take any action under
this Agreement in contravention of this sentence.

                                                                   ARTICLE VIII

                                                             Transfer of LLC Interests

                    SECTION 8.01. Restrict ions on Transfer. No Member may sell, assign, pledge, transfer or otherwise dispose of all or any
portion of such Member’s Units (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a ―
Transfer ‖), unless (i) the prior written consent of the Manager is obtained, which consent may be given or withheld, or made subject to such
conditions (including the receipt of such legal opinions and other documents that the Manager may require) as are determined by the Manager,
in each case in the Manager’s sole discretion (ii) such Transfer comp lies with the provisions of this Article VIII and the relevant provisions of
any agreements to which the LLC and such Member are parties and (iii) such transfer is accompanied by the delivery of an end o rsed LLC
Cert ificate. In the event that a Member transfers any Units pursuant to this Section 8.01, in connection with such transfer it shall also transfer a
pro rata portion of its (i) Capital Account and (ii) credits for Capital Contributions to such transferee.


                                                                                                                                                    33
                    SECTION 8.02. Permitted Transfers. (a) Notwithstanding anything to the contrary in this Agreement, (i) each Member
who is an indiv idual may transfer all or a portion of his Un its without consideration to (A) a member of such Member’s immediate family,
which shall include his spouse, siblings, children or grandchildren (― Family Members ‖) or (B) a trust (including any grantor retained annuity
trust), corporation, partnership or limited liab ility co mpany, all of the beneficial interests in which shall be held by such Member and/or one or
more Family Members of such Member; provided , however , that during the period that any such trust, corporation, partnership or limited
liab ility co mpany holds any Units, no Person other than such Member or one or more Family Members of such Member may b e or may
become beneficiaries, stockholders, limited or general partners or members thereof, (ii) each Member that is an entity may transfer all or a
portion of its Units to any of its Affiliates (it being understood, in furtherance of and not in limitation of the foregoing, that Greenlight and
Third Po int may transfer Un its held by them to an entity in which both Greenlight and Third Po int hold equity intere sts that is an Affiliate of
either Greenlight or Third Point) and (iii) each Member that is a party to the Escrow Agreement may transfer all or a portion of its Units to any
other party to the Escrow Agreement in connection with the true-up contemplated by Section 4.01(e) (the Persons referred to in the preceding
clauses (i), (ii) and (iii) are each referred to hereinafter as a ― Permitted Transferee ‖). A Permitted Transferee of Units pursuant to this
Section 8.02 may transfer its Units pursuant to this Section 8.02 only to the transferor Member or to a Person that is a Permitted Transferee of
such transferor Member (and in the case of a transfer by a Member who is an individual, only without consideration), provided , however , that
all Permitted Transferees shall be subject to this Agreement and, if applicable, the Escrow Agreement and the Tax Benefit Sharing Agreement,
in the same manner as the transferor. Transfers pursuant to this Section 8.02 shall not require the consent of the Manager.

                    SECTION 8.03. Permitted Exchanges. (a) Notwithstanding Section 8.01, each Member (other than the Corporation) shall
be entitled to exchange, at any time and fro m t ime to time, any or all of such Member’s Co mmon Un its, on a one-for-one basis, for the same
number of shares of Co mmon Stock (the number of shares of Co mmon Stock for wh ich a Co mmon Unit is entitled to be exchanged referre d to
herein as the ― Exchange Rate ‖) by delivering a written notice to the Manager (and to the Corporation, if the Co rporation is not the Manager)
stating that such Member desires to exchange a number of Co mmon Units specified in such notice into an equal number of shares of Co mmon
Stock, acco mpanied by instruments of transfer to the Corporation, duly executed by such Member or such Member’s duly authorized attorney,
and transfer tax stamps or funds therefor, if required pursuant to this Article VIII, in respect of the Co mmon Un its to be exchanged, in each
case delivered during normal business hours at the principal executive offices of the Manager (and the Corporation, if the Corp oration is not the
Manager). The Manager shall use commercially reasonable efforts to effect any such exchange within one Business Day of receiving the
requisite notice, instruments of transfer and transfer tax stamps or funds therefor, if required, as set forth in the preceding
sentence. Notwithstanding the foregoing, no holder of a Co mmon Unit shall be entitled to exchange such Common Unit for a s hare of
Co mmon Stock if such exchange would be prohibited un der applicable federal or state securities laws or regulat ions.

               (b) Upon the date any such Co mmon Un its are surrendered for exchange pursuant to this Section 8.03, all rights of the holder
of such Common Units as such holder shall cease.


                                                                                                                                                  34
                    (c) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by any unit split, unit distribution,
reclassification, recapitalization or otherwise) or co mb ination (by reverse unit split, reclassificat ion, recapitalizat ion or otherwis e) of the
Co mmon Units that is not accompanied by an identical subdivision or combination of the Co mmon Stock; or (2) any subdivision (by any stock
split, stock dividend, reclassification, recapitalizat ion or otherwise) or co mbination (by reverse stock split, reclassificat ion, recapitalizat ion or
otherwise) of the Co mmon Stock that is not accompanied by an identical subdivision or comb ination of the Co mmon Units. In the event of a
reclassification or other similar transaction as a result of wh ich the shares of Common Stock are converted into another security, then a
Member shall be entitled to receive upon exchange the amount of such security that such Member would have received if such exchange had
occurred immed iately prior to the effect ive date of such reclassification or other similar transaction.

                  SECTION 8.04. Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any
Transfer of a Unit be made by any Member or transferee if:

                   (a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

                   (b) such Transfer would require the registration of such transferred Unit or of any class of Unit pursuant to any applicable
         United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or oth er foreign
         securities laws or would constitute a nonexempt distribution pursuant to applicable state securities laws;

                   (c) such Transfer would cause any portion of the assets of the LLC to constitute assets of any employee benefit plan pursuant
         to the regulations issued by the U.S. Depart ment of Labor at Sect ion 2510.3-101 of Part 2510 of Chapter XXV, Tit le 29 of the Code of
         Federal Regulat ions, or any successor regulations;

                   (d) such Transfer would cause any portion of the assets of the LLC to beco me ―plan assets‖ of any benefit plan investor
         within the mean ing of regulat ions issued by the U.S. Depart ment of Labor at Sect ion 2510.3-101 of Part 2510 o f Chapter XXV,
         Title 29 of the Code of Federal Regulat ions, or any successor regulations, or to be regulated under the Emp loyee Retirement In come
         Security Act of 1974, as amended fro m t ime to t ime; or

                  (e) to the extent requested by the Manager (except in the case of a Transfer contemplated by Section 4.01(e) or Section 8.02),
         the LLC does not receive such legal and/or tax opin ions and written instruments (including copies of any instruments of Trans fer and
         such transferee’s consent to be bound by this Agreement as a transferee) that are in a form satisfactory to the Manager, as determined
         in the Manager’s sole discretion.


                                                                                                                                                       35
                   SECTION 8.05. Transferee’s Rights. (a) A transfer of Un its permitted hereunder shall be effective as of the date of
assignment and compliance with the conditions to such transfer and such transfer shall be shown on the books and records of t he LLC. Net
Income, Net Losses and other LLC items shall be allocated between the transferor and the transferee according to Section 706 o f the
Code. Distributions made before the effective date of such transfer shall be paid to the transferor, and Distributions made after s uch date shall
be paid to the transferee.

                   (b) Unless and until a transferee becomes a Substituted Member pursuant to Section 8.07, the transferee shall not be entitled
to any of the rights granted to a Member hereunder or under applicab le law, other than the rights granted specifically to transferees pursuant to
this Agreement and to have the other rights granted to transferees pursuant to the Delaware Act.

                  SECTION 8.06. Transferor’s Rights and Obligations. Any Member who shall transfer any Units or other interest in the
LLC shall cease to be a Member with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with
respect to such Units or other interest except that unless and until the transferee is ad mitted as a Substitu ted Member in accordance with the
provisions of Section 8.07 (the ― Admission Date ‖), (i) such assigning Member shall retain all of the duties, liab ilities and obligations of a
Member with respect to such Units or other interest and (ii) the Manager may, in its sole discretion, reinstate all or any portion of the rights and
privileges of such Member with respect to such Units or other interest for any period of time prior to the Admission Date.

                     SECTION 8.07. Substituted Members. In connection with the transfer of a Unit of a Member permitted under the terms of
this Agreement, and the other agreements contemplated hereby and thereby, the transferee shall become a Substituted Member on the later of
(i) the effect ive date of such transfer and (ii) the date on which the Manager approves such transferee as a Substituted Member, and such
admission shall be shown on the books and records of the LLC and the Substituted Member signs a letter of acceptance, in form satisfactory to
the Manager, of all the terms and conditions of this Agreement, including, if applicable, the Escrow Agreement and the Tax Benefit Shar ing
Agreement, and signs such other documents and instruments as may be necessary or appropriate to effect such Person ’s admission as a
Substituted Member.

                   SECTION 8.08. Additional Members. A Person may be ad mitted to the LLC as an additional Member only in connection
with a transfer of Un its permitted under this Article VIII and only upon such Person furnishing to the LLC (a) a letter of acceptance, in form
satisfactory to the Manager, of all the terms and conditions of this Agreement, and (b) such other documents or instruments as may be
necessary or appropriate to effect such Person’s admission as a Member. A Person may be admitted to the LLC as an additional Member
through the issuance of new Units or other securities of the LLC with the prior written consent of the Manager and only upon such Person
furnishing to the LLC (a) a letter of acceptance, in form satisfactory to the Manager, of all the terms and conditions of this Agreement,
including, if applicable, the Tax Benefit Sharing Agreement, and (b) such other documents or instruments as may be necessary or appropriate
to effect such Person’s admission as a Member. Any admission of an additional Member pursuant to this Agreement shall become effect ive on
the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown
on the books and records of the LLC.


                                                                                                                                                  36
                   SECTION 8.09. Attempted Transfer Vo id. Any attempted Transfer which v iolates the provisions of this Agreement shall
be void and the purported buyer, transferee, pledgee, mortgagee or other recipient shall have no interest in or rights to LLC assets, profits,
losses or distributions, and neither the Members nor the LLC shall be required to recognize any such interest or rights.

                  SECTION 8.10. W ithdrawal. No Member may, o r may be required to, withdraw fro m the LLC, except upon a Transfer of
such Member’s Units in accordance with the provisions of this Agreement or upon a permitted repurchase or redemption of such Member ’s
Units pursuant to the provisions of this Agreement or any other agreement to wh ich the LLC and such Member are part ies.

                     SECTION 8.11. Required A mendments; Continuation. If and to the extent any transferee is ad mitted as a Member
pursuant to Section 8.07, this Agreement shall be amended to admit s uch transferee as a Member and to reflect the elimination of the transferor
(or the reduction of such Member’s interest) and (if and to the extent then required by the Delaware Act) a cert ificate of amend ment to the
Cert ificate reflecting such admission and elimination (o r reduction) shall be filed in accordance with the Act.

                     SECTION 8.12. Resignation. No Member shall have the right to resign or withdraw as a Member without the prior written
consent of the Manager, which may be g iven or withheld in its sole discretion except to the extent that such resignation or w ith drawal is
effectuated in connection with a transfer, permitted under this Article VIII, by such Member of all Un its held by it. Any Memb er that resigns
without any required consent of the Manager in contravention of this Section 8.12 shall be liable to the LLC for all damages (in cluding all lost
profits and special, indirect and consequential damages) directly or ind irectly caused by the resignation of such Member, and such Member
shall be entitled to receive the fair value of h is, her or its interest in the LLC as of the date of his, her or its resignation (or, if les s, the fair value
of his, her or its interest as of the date of the occurrence of a liquidation or other winding -up of the LLC), as conclusively determined by the
Manager, only promptly following the occurrence of a liquidation o r other winding-up of the LLC.

                                                                        ARTICLE IX

                                                                Dissolution and Liquidation

              SECTION 9.01. Dissolution. The LLC shall not be dissolved by the admission of additional Members or Substituted
Members. The LLC shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

                  (a) the entry of a decree of judicial d issolution of the LLC under Section 35-5 o f the Delaware Act or an ad ministrative
         dissolution under Section 18-802 of the Delaware Act;


                                                                                                                                                            37
                  (b) any other event not inconsistent with any provision hereof causing a dissolution of the LLC under the Delaware Act; or

                     (c) the Incapacity or removal of the Manager or the occurrence of a Disabling Event with respect to the Manager; provided
         that the LLC will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.01
         if: (i) at the time of the occurrence of such event there is at least one other Member who is hereby authorized to, and elects to, ca rry
         on the business of the LLC; or (ii) all remain ing Members consent to or ratify the continuation of the business of the LLC and t he
         appointment of another managing member of the LLC within 90 days following the occurrence of any such Incapacity or remo val,
         which consent shall be deemed (and if requested each Member shall provide a written consent for ratificat ion) to have been given for
         all Members if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the
         LLC.

                   Except as otherwise set forth in this Article IX, the LLC is intended to have perpetual existence. A withdrawal by a Member
shall not cause a dissolution of the LLC, and the LLC shall continue in existence subject to the terms and conditions of this Agreement.

                  SECTION 9.02. Liquidation and Termination. On the liquidation, dissolution or winding-up of the LLC (― Liquidation ‖),
the Manager, or any other Person or Persons designated by the Manager, shall act as liqu idator (the ― Liquidator ‖). The Liquidator shall
proceed diligently to wind up the affairs of the LLC and make final distributions as provid ed herein and in the Delaware Act. The costs of
Liquidation shall be expenses of the LLC. Unt il final d istribution, the Liquidator shall continue to operate the LLC properties with all of the
power and authority of the Manager. The steps to be accomplished by the Liquidator are as follo ws:

                  (a) The Liquidator shall pay, satisfy or discharge fro m LLC funds all of the debts, liabilities and obligations of the LLC
         (including all expenses incurred in Liquidation) or otherwise make adequate provision for pay ment and discharge thereof (inclu ding
         the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably
         determine).

                  (b) In the event that the LLC holds assets other than cash at the time of the Liquidation, then as promptly as practicable after
         dissolution, the Liquidator shall (i) determine the Fair Market Value (the ― Liquidation FM V ‖) of such assets (the ― Liquidatio n
         Assets ‖) in accordance with this Article IX, and (ii) deliver to each Member a statement setting forth the Liquidation FM V.

                 (c) The ― Fair Market Value ‖ of any Liqu idation Assets shall be conclusively determined by the Liquidator, and shall be
         determined with the consultation of an independent appraiser and with good faith an d fair dealing.


                                                                                                                                                 38
                   (d) As soon as the Liquidation FM V has been determined in accordance with Sections 9.02(b) and (c) above, the Liquidator
         shall pro mptly distribute the LLC’s Liquidation Assets to the holder of the Bridge Preferred LLC Interest, before any payment or
         distribution is made to the holders of the Preferred Units [, Class B Preferred Units] or the Co mmon Un its, in an amount equa l to the
         Bridge Preferred Interest Liquidation Preference, if any. If there are remain ing Liquidation Assets after the payment in full of the
         Bridge Preferred Interest Liquidation Preference, such remain ing Liquidation Assets shall be distributed to the holders of th e Preferred
         Units [and Class B Preferred Un its], pro rata based on their [Preferred Un it Percentages] [Aggregate Preferred Un it Percentages],
         before any payment or distribution is made to holders of the Co mmon Units, in an amount per Preferred Unit [and Class B Prefe rred
         Unit] equal to the Preferred Unit Liquidation Preference. If, after the payment in full o f the Bridge Preferred Interest Liquidation
         Preference, the Liquidation Assets are not sufficient to pay the aggregate Preferred Un it Liquidation Preferences payable on all
         Preferred Units [and Class B Preferred Un its] in full, the holders of the Preferred Un its [and Class B Preferred Units] will s hare, pro
         rata based on their [Preferred Unit Percentages] [Aggregate Preferred Un it Percentages], in the distribution of the Liquidation
         Assets. If there are remaining Liquidation Assets after the payment in full of the Bridge Preferred Interest Liquidation Preferen ce a nd
         the aggregate Preferred Un it Liquidation Preferences, such remain ing Liquidation Assets shall be distributed by the Liquidator, on a
         pro rata basis based on their Co mmon Un it Percentages, to the holders of the Common Units. Any non-cash Liquidation Assets will
         first be written up or down to their Fair Market Value, thus creating Net Income o r Net Loss (if any), which shall be allocated in
         accordance with Section 4.04. In making such distributions, the Liquidator shall allocate each type of Liquidation Assets ( i.e. , cash
         or cash equivalents, stock or securities, etc.) among the Members ratably based upon the aggre gate amounts to be distributed with
         respect to the Units held by each such holder.

                  The distribution of cash and/or property to a Member in accordance with the provisions of this Section 9.02 constitutes a
complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the LLC and all the
LLC’s property and constitutes a compro mise to which all Members have consented within the meaning of the Delaware Act. To the extent
that a Member returns funds to the LLC, it has no claim against any other Member for those funds.

                   SECTION 9.03. Certificate of Cancellat ion. On co mplet ion of the distribution of LLC assets as provided herein, the LLC
is terminated (and the LLC shall not be terminated prior to such time), and the Manager (or such other Person or Persons as the Delaware Act
may require o r permit) shall file a certificate of cancellat ion with the Secretary of State of Delaware, cancel any other fil ings made pursuant to
this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the LLC. The LLC shall be deemed
to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 9.03.

                  SECTION 9.04. Reasonable Time for Winding Up. A reasonable time shall be allo wed for the orderly winding up of the
business and affairs of the LLC and the liquidation of its assets pursuant to Section 9.02 in order to min imize any losses otherwise attendant
upon such winding up.


                                                                                                                                                  39
                  SECTION 9.05. Return of Cap ital. The Liquidator shall not be personally liable for the return of Capital Contributions or
any portion thereof to the Members (it being understood that any such return shall be made solely fro m LLC assets).

                                                                   ARTICLE X

                                                        Rights and Obligations of Members

                      SECTION 10.01. Limitation of Liability. Except as otherwise provided by applicable law, the debts, obligations and
liab ilit ies of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilit ie s of the LLC, and no
Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a Member or acting as a
Member of the LLC; provided that a Member shall be required to return to the LLC any Distribution made to it in clear and manifest
accounting or similar erro r. The immediately preceding sentence shall constitute a compro mise to which all Members have consented within
the meaning of the Delaware Act. Notwithstanding anything contained herein to the contrary, the failure of the LLC to observe any formal it ies
or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall
not be grounds for imposing personal liab ility on the Members for liabilities of the LLC. Each Member’s and the Manager’s liability shall be
limited as set forth in this Agreement, the Delaware Act and other applicable law. The Manager shall have no liability fo r taking or failing to
take any action required to be taken by it under this Agreement to the extent the Manager or the Members have agreed that such action shall be
taken or not be taken, as the case may be. To the fullest extent permitted under the Delaware Act, no Member, the Manager or any officer o f
the LLC (each, a ― Covered Person ‖) shall be liable to the LLC or to any of the Members for any losses, claims, damages or liabilities arising
(i) by reason of being or having been a Covered Person or (ii) fro m any act or o mission performed or o mitted by the Covered Person in
connection with this Agreement or the LLC’s business or affairs (including any error in judg ment in making any investment decisions),
including losses due to the negligence of other agents of the LLC, except for any losses, claims, damages or liabilities prim arily attributable to
such Covered Person’s willful misconduct, recklessness, or gross negligence, as finally determined by a court of co mpetent jurisdiction, or as
otherwise required by law.

                   SECTION 10.02. Exculpation. (a) No Covered Person shall be liable, including under any legal or equitable theory of
fiduciary duty or other theory of liability, to the LLC or to any other Covered Person for any losses, claims, damages or lia bilit ies incurred by
reason of any act or omission performed or o mitted by such Covered Person on behalf of the LLC unless such act or omission was performed
or omitted by such Covered Person in bad faith. Whenever in this Agreement a Covered Person is permitted or required to make decisions in
good faith, the Covered Person shall act under such standard and shall not be subject to any other or different standard (including any legal or
equitable standard of fiduciary or other duty) imposed by this Agreement or any relevant provisions of law or in equity or ot herwise.


                                                                                                                                                  40
                   (b) A Covered Person shall be fu lly protected in relying in good faith upon the records of the LLC and upon such
informat ion, opinions, reports or statements presented to the LLC by any Person as to matters th e Covered Person reasonably believes are
within such Person’s professional or expert co mpetence.

                 SECTION 10.03. Lack of Authority. No Member in its capacity as such has the authority or power to act for or on behalf
of the LLC in any manner, to do any act that would be (or could be construed as) binding on the LLC or to make any expenditures on behalf of
the LLC, and the Members hereby consent to the exercise by the Manager of the powers conferred on it by law and this Agreemen t.

                  SECTION 10.04. No Right of Partit ion. No Member shall have the right to seek or obtain partition by court decree or
operation of law of any LLC property, or the right to own or use particular or individual assets of the LLC.

                    SECTION 10.05. Indemnification. (a) The LLC hereby agrees to indemnify and hold harmless any Covered Person (each
an ― Indemn ified Person ‖) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended,
substituted or replaced (but, in the case of any such amend ment, substitution or replacement only to the extent that such amendment,
substitution or replacement permits the LLC to provide broader indemn ification rights than the LLC is providing immediately p rior to such
amend ment), against all expenses, liab ilities and losses (including attorney fees, judgments, fines, excise taxes or penalties) (co llectively ―
Losses ‖) reasonably incurred or suffered by such Person (or one or more of such Person ’s Affiliates) by reason of the fact that such Person is
or was a Member, Manager or Officer. The LLC may, as determined by the Manager, also indemnify and hold harmless any Indemnified
Person to the fullest extent permitted under the Delaware Act who is or was serving as an employee or agent of the LLC or is or was serving at
the request of the LLC as a managing member, officer, d irector, p rincipal, member, emp loyee or agent of another corporation, partnership, joint
venture, limited liab ility co mpany, trust or other enterprise (including any of the LLC ’s Subsidiaries). Expenses, including attorney fees,
incurred by any such Indemnified Person in defending a proceeding otherwise indemnifiab le hereunder shall be paid by the LLC in advance of
the final d isposition of such proceeding, including any appeal therefro m, upon receipt of an undertaking by or on behalf of such Indemn ified
Person to repay such amount if it shall u ltimately be determined that such Indemnified Person is not entitled to be indemn ified by the
LLC. Notwithstanding the foregoing, no indemnif ication shall be provided by the LLC with respect to any Losses that resulted fro m action or
inaction of such Indemnified Person that, in each case, constituted gross negligence, willful misconduct, a breach of the Ind emnified Party’s
fiduciary duty to the LLC o r an act that was not in good faith, that involved a knowing vio lation of law or fro m which the Indemn ified Person
derived an improper personal benefit.


                                                                                                                                               41
                  (b) The right to indemnificat ion and the advancement of expenses conferred in this Sect ion 10.05 shall not be exclusive of
any other right which any Person may have or hereafter acquire under any statute, agreement, by -law or otherwise.

                   (c) The LLC may maintain insurance, at its expense, to protect any Indemnified Person against any expense, liab ility or loss
described in Section 10.05(a) above whether or not the LLC would have the power to indemnify such Indemnified Person against such
expense, liability or loss under the provisions of this Section 10.05.

                   (d) Notwithstanding anything contained herein to the contrary (including in this Sect ion 10.05), any indemn ity by the LLC
relating to the matters covered in this Section 10.05 shall be provided out of and to the extent of LLC assets only and no Member (unless such
Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liab ility on account
thereof) shall have personal liability on account thereof or shall be required to make addit ional Capital Contributions to help satisfy such
indemn ity of the LLC.

                  (e) If this Section 10.05 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then
the LLC shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 10.05 to the fullest extent permitted
by any applicable portion of this Section 10.05 that shall not have been invalidated and to the fullest extent permitted by applicable law.

                                                                   ARTICLE XI

                                                                General Provisions

                   SECTION 11.01. Po wer o f Attorney. (a) Each Member hereby constitutes and appoints the Manager and the Liquidator,
with fu ll power of substitution, as his true and lawful agent and attorney -in-fact, with fu ll power and authority in h is or its name, place and
stead, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (i) this Agreement, all certificates and other
instruments and all amend ments thereof which are in accordance with the terms of this Agreement and which the Manager deems a ppropriate
or necessary to form, qualify, o r continue the qualification of, the LLC as a limited liability co mpany in the State of Delaware an d in all other
jurisdictions in which the LLC may conduct business or own property, (ii) all instruments which the Manager deems appropriat e or necessary
to reflect any amend ment, change, modification or restatement of this Agreement which is in accordance with its terms, (iii) all conveyances
and other instruments or documents which the Liquidator deems appropriate or necessary to re flect the dissolution and liquidation of the LLC
pursuant to the terms of this Agreement, including a certificate of cancellat ion and (iv) all instruments relating to the admission, withdrawal or
substitution of any Member pursuant to this Agreement.

                  (b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability,
incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the transfer of all or any portion of h is or its Units and shall
extend to such Member’s heirs, successors, assigns and personal representatives.


                                                                                                                                                  42
                   SECTION 11.02. Fu rther Action. The part ies shall execute and deliver all docu ments, instruments, and certificates,
provide all in formation, and take or refrain fro m taking all such further actions as may be necessary or appropriate to achie ve the purposes of
this Agreement and effect the provisions hereof, as determined by the Manager.

                  SECTION 11.03. A mend ments. This Agreement may not be amended except in writing and with the consent of the
Manager, which may be withheld in its sole discretion; provided , however , that any amend ment or modificat ion that adversely affects the
rights of one or more Members under this Agreement, in their capacity as such, in a manner that is materially different fro m the man ner in
which such amend ment or modificat ion affects the rights of other Members under this Agreement, in their capacity as such, sh all require the
consent of each such adversely affected Member; provided , further , however , that any amend ment to Sections 4.01(b), (c), (d ) or (e), 5.02,
8.03 and this 11.03, and any defined terms that are used in those sections, shall require the cons ent of each of Greenlight, Third Point and each
Management Member.

                   SECTION 11.04. Title to LLC Assets. LLC assets shall be deemed to be owned by the LLC as an entity, and no Member,
individually or co llect ively, shall have any ownership interest in such LLC assets or any portion thereof. Legal t itle to any or all LLC assets
may be held in the name of the LLC, the Manager or one or more nominees, as the Manager may determine. The Manager hereby declares and
warrants that any LLC assets for which legal t itle is held in its name or the name of any nominee shall be held in trust by t he Manager or such
nominee for the use and benefit of the LLC in accordance with the provisions of this Agreement. A ll LLC assets shall be recorded as the
property of the LLC on its books and records, irrespective of the name in which legal t itle to any such LLC asset is held.

                   SECTION 11.05. Remed ies. Each Member shall have all rights and remed ies set forth in this Agreement and all rights and
remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has
under any law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be
entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.

                    SECTION 11.06. Successors and Assigns. All covenants and agreements contained in this Agreement shall bind and inure
to the benefit of the parties hereto and their respective heirs, executors, admin istrators, successors, legal representatives and permitted assigns,
whether so expressed or not.


                                                                                                                                                     43
                    SECTION 11.07. Severab ility. Whenever possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal o r unen forceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or
the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

                  SECTION 11.08. Counterparts. This Agreement may be executed simu ltaneously in two or more separate counterparts,
any one of which need not contain the signatures of more than one party, but each of which will be an original and all of which together shall
constitute one and the same agreement binding on all the parties hereto.

                   SECTION 11.09. Applicab le Law. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Stat e of Delaware o r any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

                   SECTION 11.10. Addresses and Notices. All notices, demands or other communications to be given or delivered under or
by reason of the provisions of this Agreement shall be in writ ing and shall be deemed to have been given or made when (a) delivered
personally to the recip ient, (b) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges
prepaid) that same day) if telecopied before 5:00 p.m. New York t ime on a Business Day, and otherwise on the next Business Day, or
(c) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and
other communications shall be sent to the address for such recipient set forth on the signature pages or Schedules hereto, an d/or to such other
address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Any notice to
the Manager or the LLC shall be deemed g iven if received by the Manager at the principal office of t he LLC, designated pursuant to
Section 2.05.

                  SECTION 11.11. Cred itors; Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of
or enforceable by any creditors of the LLC or any of its Affiliates, and no credito r who makes a loan to the LLC or any of its Affiliates may
have or acquire (except pursuant to the terms of a separate agreement executed by the LLC in favor of such creditor) at any t ime as a result of
making the loan any direct or indirect interest in Net Inco me, Net Losses, Distributions, capital or property other than as a secured
creditor. Except to the extent contemplated by Section 10.05, there are no third party beneficiaries having rights under or with respect to this
Agreement.

                   SECTION 11.12. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement
or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach
or any other covenant, duty, agreement or condition.


                                                                                                                                                 44
                 SECTION 11.13. Entire Agreement. This Agreement, those documents expressly referred to herein and other documents
of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written or oral, wh ich may have related to the subject matter hereof in
any way.

                   SECTION 11.14. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or
instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or t hereto, to the
extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agree ment or instrument
and shall be considered to have the same binding legal effect as if it were the orig inal signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver
them to all other part ies. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to d eliver a
signature or the fact that any signature or agreement or instrument was transmitted or co mmunicated through the use of a facs imile mach ine as
a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

                  SECTION 11.15. Waiver of Certain Rights. Each Member irrevocably waives any right it may have to demand any
Distributions or withdrawal of property fro m the LLC or to maintain any action for dissolution (except pursuant to Section 18-802 of the
Delaware Act) o f the LLC or for part ition of the property of the LLC.

                   SECTION 11.16. Su rvival. Section 10.01 (Limitation of Liability) and Section 10.05 (Indemn ification) shall s urvive and
continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the dissolution of t he LLC.


                                                                                                                                                 45
                 IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Third A mended and
Restated Limited Liability Co mpany Agreement as of the date first above written.

                                                                  BIOFUEL ENERGY, LLC,

                                                                      by
                                                                           Name:
                                                                           Title:

                                                                  BIOFUEL ENERGY CORP.,

                                                                      by
                                                                           Name:
                                                                           Title:

                                                                  Address for Notices:
                                                                                                     Schedule A

                                                   IPO Effecti ve Time Unit Ownership

                                                                        IPO Effecti ve
                             Investor                                    Ti me Uni ts

Greenlight Cap ital, L.P.                                                                 953,568

Greenlight Cap ital Qualified, L.P.                                                      3,357,828

BioFuel Energy Corp. (fo rmerly BFE Ho ldings, Inc.)                                     5,042,104

Third Po int Partners L.P.                                                               2,690,782

Third Po int Partners Qualified L.P.                                                     1,638,018

Daniel S. Loeb                                                                            224,484

Lawrence J. Bernstein                                                                     112,242

Todd Q. Swanson                                                                            11,224

Thomas J. Edelman                                                                        2,849,370

WCIOSAQ Co rp.                                                                            561,210

SFI L.P.                                                                                  420,908

Nancy and John Snyder Foundation                                                          140,303

Barrie M. Damson                                                                          233,838

Lance T. Shaner                                                                            46,768

Elliot Jaffe                                                                               93,535

Scott H. Pearce                                                                           928,837

Daniel J. Simon                                                                           873,860

Irik P. Sevin                                                                             419,856

BioFuel Partners, LLC                                                                     294,635

Eric D. Streisand                                                                          84,587

JonAlan C. Page                                                                            21,147


                                                                  A-1
                                            IPO Effecti ve
                           Investor          Ti me Uni ts

Ethanol Business Group, LLC                                  187,070

Michael N. Stefanoudakis                                     21,147

William W. Huffman, Jr.                                      10,573

David J. Ko rnder                                            84,587

Timothy S. Morris                                            12,359

Carg ill Biofuels Investments, LLC                       1,675,596

Christine Eklund                                               6,180

Robert Crockett                                                1,692

Marc Smyth                                                      846

Timothy DeFoe                                                   846

TOTAL                                                   23,000,000


                                      A-2
                                                                                                                          Schedule B

                                                        Effecti ve Time Unit Ownership

                                                                                                               [Class B Preferred
                               Investor                              Common Units          Preferred Units           Units]

Greenlight Cap ital, L.P.                                                    [953,568 ]                  [●]                    [●]

Greenlight Cap ital Qualified, L.P.                                         [3,357,828 ]                 [●]                    [●]

BioFuel Energy Corp.    1
                                                                           [25,465,728 ]                 [●]                    [●]

Thomas J. Edelman                                                           [1,352,811 ]                 [●]                        —

Scott H. Pearce                                                              [478,837 ]                  [●]                        —

Daniel J. Simon                                                              [310,946 ]                  [●]                        —

Irik P. Sevin                                                                [419,856 ]                  [●]                        —

Eric D. Streisand                                                              [84,587 ]                 [●]                        —

JonAlan C. Page                                                                [10,573 ]                 [●]                        —

Michael N. Stefanoudakis                                                       [10,573 ]                 [●]                        —

William W. Huffman                                                             [10,573 ]                 [●]                        —

David J. Ko rnder                                                            [103,294 ]                  [●]                        —

Timothy S. Morris                                                              [12,359 ]                 [●]                        —

Christine Eklund                                                                [6,180 ]                 [●]                        —

TOTAL                                                                      [32,577,713 ]                 [●]                    [●]


    1
        Also holds the Bridge Preferred LLC Interest.


                                                                     B-1
                                                Schedule C

                           Management Members

Thomas J. Edelman

Scott H. Pearce

David J. Ko rnder

Daniel J. Simon

Timothy S. Morris

JonAlan C. Page

Irik P. Sevin

Michael N. Stefanoudakis

Eric D. Streisand


                                  C-1
                                                                                                                                 Schedule D

                                                        BIOFUEL EN ERGY, LLC

                                                    COMMON UNIT CERTIFICATE

THE UNITS REPRESENTED BY THIS LLC CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE ―A CT‖), OR APPLICABLE STATE SECURITIES LAWS (―STATE ACTS‖) AND MA Y NOT BE SOLD,
ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT A N EFFECTIVE REGISTRATION UNDER
THE ACT OR STATE A CTS OR AN EXEMPTION THEREFROM . THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC
CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE THIRD AM ENDED AND RESTATED LIM ITED LIABILITY
COMPANY A GREEM ENT, DATED AS OF __, 201[ ], AS AM ENDED AND M ODIFIED FROM TIM E TO TIM E, GOVERNING THE
ISSUER (THE ―COM PANY‖) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHA LL BE
FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON W RITTEN REQUEST AND WITHOUT CHA RGE.

LLC Certificate Nu mber ____                                                                                         ____ of Common Units

         BIOFUEL ENERGY, LLC, a Delaware limited liability company (the ― Co mpany ‖), hereby certifies that
______________________________(the ― Holder ‖) is the registered owner of _____ Co mmon Units in the Co mpany (the ― Units ‖). THE
RIGHTS, POW ERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) A ND LIMITATIONS OF THE
UNITS A RE SET FORTH IN, A ND THIS LLC CERTIFICATE A ND THE UNITS REPRESENT ED HEREBY ARE ISSUED A ND SHA LL
IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF, THE THIRD AM ENDED A ND RESTA TED LIMITED
LIABILITY COMPANY A GREEM ENT, DATED AS OF __, 201[ ], AS AM ENDED AND MODIFIED FROM TIM E TO TIM E, (THE ―
AGREEM ENT ‖). THE TRANSFER OF THIS LLC CERTIFICATE AND THE UNITS REPRESENTED HEREBY IS RESTRICTED AS
DESCRIBED IN THE A GREEM ENT. By acceptance of this LLC Cert ificate, and as a condition to being entitled to any rights and/or benefits
with respect to the Units evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions
of the Agreement. The Co mpany will fu rnish a copy of the Agreement to the Holder without charge upon written request to the Co mpany at its
principal place of business. The Co mpany maintains books for the purpose of registering the transfer of Un its.

         This LLC Cert ificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard t o
principles of conflicts of laws.


                                                                    D-1
         IN WITNESS WHEREOF, the Co mpany has caused this LLC Certificate to be executed by the Manager on behalf of the Co mpany as
of the date set forth below.

Dated: _____________________

                                                                  BIOFUEL ENERGY, LLC, a Delaware limited liability co mpany,

                                                                      by:            BioFuel Energy Corp., its Manager,
                                                                                        by:

                                                                                              Name:
                                                                                              Title:


                                                                D-2
                                                (REVERSE SIDE OF CERTIFICATE
                                          FOR COMMON UNITS OF BIOFUEL ENERGY, LLC)

         FOR        VA LUE         RECEIVED,          the     undersigned        hereby     sells,     assigns     and       transfers   unto
_____________________________________________________ (print or typewrite name of Transferee), __________________ (insert Social
Security or other taxpayer identificat ion number of Transferee), the following number of Un its: ______________ (identify the number of Un its
being transferred), and irrevocably constitutes and appoints __________________________, as attorney-in-fact, to transfer the same on the
books and records of the Company, with full power of substitution in the premises.

Dated:                                                                        Signature:
                                                                              (Transferor)
                                                                              Addresses:


                                                                     D-3
                                                                                                                                 Schedule E

                                                        BIOFUEL EN ERGY, LLC

                                                  PREFERRED UNIT CERTIFICATE

THE UNITS REPRESENTED BY THIS LLC CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE ―A CT‖), OR APPLICABLE STATE SECURITIES LAWS (―STATE ACTS‖) AND MA Y NOT BE SOLD,
ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT A N EFFECTIVE REGISTRATION UNDER
THE ACT OR STATE A CTS OR AN EXEMPTION THEREFROM . THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC
CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE THIRD AM ENDED AND RESTATED LIMITED LIABILITY
COMPANY A GREEM ENT, DATED AS OF __, 201[ ], AS AM ENDED AND M ODIFIED FROM TIM E TO TIM E, GOVERNING THE
ISSUER (THE ―COM PANY‖) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHA LL BE
FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON W RITTEN REQUEST AND WITHOUT CHA RGE.

LLC Certificate Nu mber ____                                                                                         ____ of Preferred Units

         BIOFUEL ENERGY, LLC, a Delaware limited liability company (the ― Co mpany ‖), hereby certifies that
______________________________(the ― Holder ‖) is the registered owner of _____ Preferred Units in the Co mpany (the ― Units ‖). THE
RIGHTS, POW ERS, PREFERENCES, RESTRICTION S (INCLUDING TRANSFER RESTRICTIONS) A ND LIMITATIONS OF THE
UNITS A RE SET FORTH IN, A ND THIS LLC CERTIFICATE A ND THE UNITS REPRESENTED HEREBY ARE ISSUED A ND SHA LL
IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF, THE THIRD AM ENDED A ND RESTA TED LIMI TED
LIABILITY COMPANY A GREEM ENT, DATED AS OF __, 201[ ], AS AM ENDED AND MODIFIED FROM TIM E TO TIM E, (THE ―
AGREEM ENT ‖). THE TRANSFER OF THIS LLC CERTIFICATE AND THE UNITS REPRESENTED HEREBY IS RESTRICTED AS
DESCRIBED IN THE A GREEM ENT. By acceptance of this LLC Cert ificate, and as a condition to being entitled to any rights and/or benefits
with respect to the Units evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions
of the Agreement. The Co mpany will fu rnish a copy of the Agreement to the Holder without charge upon written request to the Co mpany at its
principal place of business. The Co mpany maintains books for the purpose of registering the transfer of Un its.

         This LLC Cert ificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard to
principles of conflicts of laws.


                                                                    E-1
         IN WITNESS WHEREOF, the Co mpany has caused this LLC Certificate to be executed by the Manager on behalf of the Co mpany as
of the date set forth below.

Dated: _____________________



                                                                  BIOFUEL ENERGY, LLC, a Delaware limited liability co mpany,

                                                                      by:          BioFuel Energy Corp., its Manager,
                                                                                      by:

                                                                                            Name:
                                                                                            Title:


                                                                E-2
                                                 (REVERSE SIDE OF CERTIFICATE
                                         FOR PREFERRED UNITS OF BIOFUEL ENERGY, LLC)

         FOR        VA LUE         RECEIVED,          the     undersigned        hereby     sells,     assigns     and       transfers    unto
_____________________________________________________ (print or typewrite name of Transferee), __________________ (insert Soc ial
Security or other taxpayer identificat ion number of Transferee), the following number of Un its: ______________ (identify the number of Un its
being transferred), and irrevocably constitutes and appoints __________________________, as attorney -in-fact, to transfer the same on the
books and records of the Company, with full power of substitution in the premises.

Dated:                                                                        Signature:
                                                                              (Transferor)
                                                                              Addresses:


                                                                     E-3
                                                                                                                                [ Schedule F]

                                                        BIOFUEL EN ERGY, LLC

                                             CLASS B PREFERRED UNIT CERTIFICATE

THE UNITS REPRESENTED BY THIS LLC CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE ―A CT‖), OR APPLICABLE STATE SECURITIES LAWS (―STATE ACTS‖) AND MA Y NOT BE SOLD,
ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT A N EFFECTIVE REGISTRATION UNDER
THE ACT OR STATE A CTS OR AN EXEMPTION THEREFROM . THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC
CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE THIRD AM ENDED AND R ESTATED LIMITED LIABILITY
COMPANY A GREEM ENT, DATED AS OF __, 201[ ], AS AM ENDED AND M ODIFIED FROM TIM E TO TIM E, GOVERNING THE
ISSUER (THE ―COM PANY‖) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHA LL BE
FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON W RITTEN REQUEST AND WITHOUT CHA RGE.

LLC Certificate Nu mber ____                                                                                  ____ of Class B Preferred Units

         BIOFUEL ENERGY, LLC, a Delaware limited liability company (the ― Co mpany ‖), hereby certifies that
______________________________(the ― Holder ‖) is the registered owner o f _____ Class B Preferred Un its in the Co mp any (the ― Un its
‖). THE RIGHTS, POW ERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND LIMITATIONS OF
THE UNITS ARE SET FORTH IN, AND THIS LLC CERTIFICATE AND THE UNITS REPRESENTED HEREBY A RE ISSUED A ND
SHA LL IN ALL RESPECTS BE SUBJECT TO THE TERM S AND PROVISIONS OF, THE THIRD AM ENDED A ND RESTATED
LIMITED LIABILITY COMPA NY A GREEM ENT, DATED A S OF __, 201[ ], AS AMENDED AND M ODIFIED FROM TIM E TO TIM E,
(THE ― A GREEM ENT ‖). THE TRANSFER OF THIS LLC CERTIFICATE A ND THE UNITS REPRESENTED HEREBY IS
RESTRICTED AS DESCRIBED IN THE A GREEM ENT. By acceptance of this LLC Cert ificate, and as a condition to being entitled to any
rights and/or benefits with respect to the Units evidenced hereby, the Holder is deemed to have agreed to co mp ly with and be bound by all the
terms and conditions of the Agreement. The Co mpany will furn ish a copy of the Agreement to the Holder without charge upon written request
to the Company at its principal p lace of business. The Co mpany maintains books for the purpose of registering the transfer of Units.

         This LLC Cert ificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard t o
principles of conflicts of laws.


                                                                     F-1
         IN WITNESS WHEREOF, the Co mpany has caused this LLC Certificate to be executed by the Manager on behalf of the Co mpany as
of the date set forth below.

Dated: _____________________

                                                                  BIOFUEL ENERGY, LLC, a Delaware limited liability co mpany,

                                                                      by:          BioFuel Energy Corp., its Manager,
                                                                                      by:

                                                                                             Name:
                                                                                             Title:


                                                                F-2
                                                (REVERSE SIDE OF CERTIFICATE
                                    FOR CLASS B PREFERRED UNITS OF BIOFUEL ENERGY, LLC)

         FOR        VA LUE         RECEIVED,          the     undersigned        hereby     sells,     assigns     and       transfers   unt o
_____________________________________________________ (print or typewrite name of Transferee), __________________ (insert Soc ial
Security or other taxpayer identificat ion number of Transferee), the following number of Un its: ______________ (identify the number of Un its
being transferred), and irrevocably constitutes and appoints __________________________, as attorney -in-fact, to transfer the same on the
books and records of the Company, with full power of substitution in the premises.

Dated:                                                                        Signature:
                                                                              (Transferor)
                                                                              Addresses:


                                                                     F-3
                                               Exhi bit 10.3

                                             Execution Copy



            CREDIT A GREEM ENT

                    among

     BFE OPERATING COM PANY, LLC,
     BUFFA LO LA KE ENERGY, LLC, and
      PIONEER TRAIL ENERGY, LLC,
               as Borrowers,

     BFE OPERATING COM PANY, LLC,
            as Borrowers’ Agent

    VA RIOUS FINANCIA L INSTITUTIONS,
                as Lenders,

DEUTSCHE BANK TRUST COM PANY AMERICAS,
            as Collateral Agent,

                      and

                BNP PARIBAS,
      as Administrative Agent and Arranger




      STANDA RD CHA RTERED BA NK,
             MIZUHO BANK,
         the Co-Syndication Agents

                      and

    FIRST NATIONA L BANK OF OMAHA,
            GREEN STONE BANK,
         the Co-Docu mentation Agents




        Dated as of September 25, 2006




        BFE Ethanol Facilities Financing
                                                       Table of Contents

                                                                                    Page

SECTION 1.   DEFINITIONS A ND RULES OF INTERPRETATION.                                1

     1.1     Defined Terms                                                            1
     1.2     Rules of Interpretation                                                  1
     1.3     Accounting Princip les                                                   1
     1.4     Joint and Several Obligations.                                           2

SECTION 2.   AMOUNTS A ND TERMS OF CREDIT FACILITY                                    2

     2.1     The Construction Loan Facility.                                           2
     2.2     The Term Loan Facility and Working Cap ital Loan Facility.                3
     2.3     Notice of Borrowing of Construction Loans and Working Cap ital Loans      4
     2.4     Pro Rata Borrowings; Availability                                         4
     2.5     Minimu m A mount and Maximu m Nu mber of Borro wings, etc.                5
     2.6     Disbursement of Funds                                                     5
     2.7     Ev idence of Obligations and Notes.                                       6
     2.8     Conversions                                                               7
     2.9     Interest.                                                                 7
     2.10    Interest Periods                                                          8
     2.11    Net Pay ments                                                            10
     2.12    Illegality.                                                              11
     2.13    Increased Costs and Reduction of Return.                                 12
     2.14    Funding Losses                                                           13
     2.15    Inability to Determine Rates                                             14
     2.16    Survival                                                                 14
     2.17    Replacement of Lenders                                                   14
     2.18    Letters of Credit.                                                       15
     2.19    Maximu m Letter of Credit Outstandings; Final Maturities                 16
     2.20    Letter of Credit Requests; Minimu m Stated Amount                        16
     2.21    Letter of Credit Participations                                          17
     2.22    Agreement to Repay Letter of Credit Drawings                             19
     2.23    Increased Costs                                                          20
     2.24    Letter of Credit Fees                                                    20
     2.25    Obligation to Mitigate.                                                  21
     2.26    Termination or Reduction of Co mmit ments.                               21
     2.27    Alternative Pro jects                                                    22

SECTION 3.   CONDITIONS PRECEDENT.                                                    22

     3.1     Conditions to Closing and Initial Construction Loans                     22
     3.2     Conditions to First Borrowing for Each Plant                             29
     3.3     Initial and Subsequent Construction Loans                                34
     3.4     The Conversion Date                                                      36

                                                               i
                                                        Table of Contents
                                                          (continued)

                                                                            Page

     3.5     Working Capital Loans, Letters of Credit                         39

SECTION 4.   REPRESENTATIONS, WA RRA NTIES AND A GREEM ENTS.                  41

     4.1     Organization                                                     41
     4.2     Authority and Consents                                           41
     4.3     Capitalization; Indebtedness; Investments                        42
     4.4     Financial Condition.                                             42
     4.5     Litigation; Labor Disputes                                       43
     4.6     Govern mental Approvals.                                         43
     4.7     Use of Proceeds.                                                 44
     4.8     ERISA                                                            44
     4.9     Taxes.                                                           44
     4.10    Investment Co mpany Act                                          45
     4.11    [Intentionally Omitted.]                                         45
     4.12    Title; Security Documents.                                       45
     4.13    Environmental Matters.                                           46
     4.14    Subsidiaries                                                     47
     4.15    Intellectual Property                                            47
     4.16    Project Documents and Other Material Documents                   47
     4.17    No Default                                                       48
     4.18    Co mpliance with Laws                                            48
     4.19    Disclosure                                                       49
     4.20    Immunity                                                         49
     4.21    Utilit ies, etc                                                  49
     4.22    Transactions with Affiliates                                     50
     4.23    Project Co mplet ion Date; Project Costs                         50
     4.24    Single-Purpose Entity                                            50

SECTION 5.   COVENANTS.                                                       50

     5.1     Financial Statements and Other Informat ion                      50
     5.2     Other Notices                                                    53
     5.3     Maintenance of Existence; Conduct of Business                    54
     5.4     Co mpliance with Laws                                            54
     5.5     Payment of Taxes, Etc                                            54
     5.6     Accounting and Financial Management                              55
     5.7     Inspection                                                       55
     5.8     Govern mental Approvals.                                         56
     5.9     Insurance                                                        56
     5.10    Events of Loss and Project Docu ment Claims.                     56
     5.11    Application of Loss Proceeds                                     57

                                                               ii
                                                     Table of Contents
                                                       (continued)

                                                                                                             Page

     5.12    Limitation on Liens                                                                              59
     5.13    Indebtedness                                                                                     60
     5.14    Leases                                                                                           61
     5.15    Investments; Subsidiaries                                                                        61
     5.16    Distributions                                                                                    61
     5.17    Required Hedging Agreements                                                                      63
     5.18    Location; Ch ief Executive Office; Records                                                       64
     5.19    Transactions with Affiliates                                                                     64
     5.20    Use of Proceeds; Construction Budget                                                             64
     5.21    Project Construction; Maintenance.                                                               65
     5.22    Performance of Project Documents.                                                                66
     5.23    Operating Plan and Budget.                                                                       66
     5.24    Merger; Sales and Purchases of Assets                                                            68
     5.25    Amend ment of Transaction Documents; Additional Project Docu ments; Scope Change Orders; etc.    68
     5.26    Environmental Co mpliance                                                                        70
     5.27    Co mplet ion; Performance Tests.                                                                 71
     5.28    ERISA                                                                                            72
     5.29    Certain Agreements                                                                               72
     5.30    Security Docu ments                                                                              72
     5.31    Hedging Agreements; Risk Management Policy and Co mmittee                                        73
     5.32    Prepayment of Indebtedness; Reduction of Co mmit ments                                           74
     5.33    Transfers and Issuances of Equity Interests                                                      74
     5.34    Project Revenues                                                                                 75
     5.35    Accounts                                                                                         75
     5.36    Further Assurances                                                                               75

SECTION 6.   PA YM ENT PROVISIONS; FEES.                                                                       75

     6.1     Repayment of Principal.                                                                           75
     6.2     Vo luntary Prepay ments                                                                           75
     6.3     Mandatory Prepayments                                                                             76
     6.4     Maturity Date                                                                                     76
     6.5     Method and Place of Payment                                                                       77
     6.6     Co mputations                                                                                     77
     6.7     Fees.                                                                                             77
     6.8     Application of Pay ments; Sharing.                                                                78

SECTION 7.   EVENTS OF DEFAULT AND REM EDIES.                                                                  78

     7.1     Events of Default                                                                                 78
     7.2     Acceleration                                                                                      83

                                                            iii
                                                      Table of Contents
                                                        (continued)

                                                                          Page

     7.3     Other Remedies                                                 83

SECTION 8.   THE A GENTS.                                                   84

     8.1     Appointment and Authorization.                                 84
     8.2     Delegation of Duties                                           85
     8.3     Liability of the Agents                                        86
     8.4     Reliance by the Agents                                         86
     8.5     Notice of Defau lt                                             87
     8.6     Cred it Decision                                               87
     8.7     Indemnification of Agents.                                     88
     8.8     Agents in Individual Capacities                                88
     8.9     Successor Agents.                                              88
     8.10    Registry                                                       90
     8.11    Information                                                    90
     8.12    Miscellaneous.                                                 90

SECTION 9.   MISCELLANEOUS.                                                 92

     9.1     Costs and Expenses                                            92
     9.2     Indemnity                                                     92
     9.3     Notices.                                                      94
     9.4     Benefit of Agreement                                          95
     9.5     No Waiver; Remedies Cu mulat ive                              95
     9.6     No Third Party Beneficiaries                                  95
     9.7     Reinstatement                                                 95
     9.8     No Immunity                                                   95
     9.9     Intentionally Omitted.                                        96
     9.10    The Arranger                                                  96
     9.11    Counterparts                                                  96
     9.12    Amend ment or Waiver.                                         96
     9.13    Assignments, Participations, etc.                             97
     9.14    Survival                                                      98
     9.15    WAIVER OF JURY TRIA L                                         99
     9.16    Right of Set-off                                              99
     9.17    Severability                                                  99
     9.18    Do micile of Loans                                            99
     9.19    Limitation of Recourse                                        99
     9.20    Govern ing Law; Submission to Jurisdiction                   100
     9.21    Co mplete Agreement                                          101
     9.22    Borro wers’ Agent                                            101

                                                             iv
                                                        Table of Contents
                                                          (continued)

                                                                                                                         Page

APPENDICES:

     Appendix A        Defined Terms and Ru les of Interpretation
     Appendix B        Scheduled Principal Pay ments
     Appendix C        Insurance Requirements

SCHEDULES:

     Schedule 3.2(e)   Necessary Govern mental Approvals to be obtained prior to in itial Disbursement of Construction
                       Loans
     Schedule 3.3      Project Co mplet ion Date - Borrower Equip ment required to be at Pro ject sites
     Schedule 4.2      Financing-Related Filings, Etc.
     Schedule 4.3(a)   Capitalization
     Schedule 4.6      Necessary Govern mental Approvals
     Schedule 4.13     Environmental Matters
     Schedule 4.16     Additional Borrower Docu ments

EXHIBITS:

     Exh ib it A       Form of Notice of Borro wing
     Exh ib it B-1-A   Form of Buffalo Lake Construction Note
     Exh ib it B-1-B   Form of Pioneer Trail Construction Note
     Exh ib it B-2     Form of Term Note
     Exh ib it B-3     Form of Working Cap ital Note
     Exh ib it C       Form of Process Agent Letter
     Exh ib it D-1     Form of Construction Requisition
     Exh ib it D-2     Form of Independent Engineer Certificate
     Exh ib it E-1     Form of Borrowers Co mp letion Certificate
     Exh ib it E-2     Form of Independent Engineer Co mp letion Certificate
     Exh ib it F       Form of Consent Agreement
     Exh ib it G       Form of Assignment and Acceptance
     Exh ib it H       Form of Section 2.11(b)(ii) Certificate
     Exh ib it I       Form of Letter of Credit Request
     Exh ib it J-1     Form of Buffalo Lake Pay ment and Performance Bonds
     Exh ib it J-2     Form of Pioneer Trail Pay ment and Performance Bonds

ANNEXES:

     Annex I           Co mmit ments

                                                                    v
                                         Table of Contents
                                           (continued)

                                                             Page

Annex II    Applicable Lending Offices
Annex III   Target Balance Amount

                                                vi
                                       CREDIT A GREEM ENT (this ― Agreement ‖ or ― Cred it Agreement ‖), dated as of September 25, 2006,
                           among (i) BFE OPERATING COMPANY, LLC, a limited liab ility co mpany organized and existing under the laws
                           of the State of Delaware (― Opco ‖), BUFFA LO LAKE ENERGY, LLC, a limited liab ility co mpany organized and
                           existing under the laws of the State of Delaware (― Buffalo Lake ‖), PIONEER TRAIL ENERGY, LLC, a limited
                           liab ility co mpany organized and existing under the laws of the State of Delaware (― Pioneer Trail ‖ and, together
                           with Opco and Buffalo Lake, the ― Borrowers ‖), as the Borro wers, (ii) OPCO, as Borrowers ’ Agent, (iii) the
                           financial institutions fro m time to time party hereto as Lenders, (iv) DEUTSCHE BANK TRUST COMPA NY
                           AMERICAS, as Collateral Agent, and (v) BNP PA RIBAS, as Administrative Agent and Arranger.

                                                                 WITNESSETH :

                  WHEREAS the Borrowers have been organized to undertake the construction, complet ion, ownership and operation of two
(2) one hundred fifteen million (115,000,000) gallons-per-year fuel grade, denatured ethanol production plants to be located in Wood River,
Nebraska and Fairmont, Minnesota, all as more fu lly described in the Project Documents;

                  WHEREAS in order to finance the acquisition, construction and initial ope rat ion of the Project and certain other costs and
expenditures associated with the development of the Project and the financing contemplated herein, the Bo rrowers have requested the Lenders
to provide the credit facilities described herein; and

                  WHEREAS the Lenders are willing to provide the credit facilities described herein upon the terms and conditions herein set
forth;

                  NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree
as follows:

                   SECTION 1.           DEFINITIONS A ND RULES OF INTERPRETATION.

                1.1         Defined Terms . Except as otherwise expressly provided herein, capitalized terms used in this Agreement and its
Appendices, Schedules, Exh ibits and Annexes shall have the respective meanings assigned to such terms in Appendix A hereto.

                1.2         Rules of Interpretation . Except as otherwise exp ressly provided herein, the rules of interpretation set forth in
Appendix A hereto shall apply to this Agreement.

                   1.3         Accounting Princip les . Except as otherwise provided in this Agreement, all co mputations and determinations as
to financial matters and all financial statements to be delivered under this Agreement shall be made o r prepared in accordanc e with GAAP
(including princip les of consolidation where appropriate) applied on a consistent basis (except to th e extent approved or required by the
independent public accountants certifying such statements and disclosed therein).
                  1.4        Joint and Several Obligations .

                   (a)       Subject to Section 1.4(b), the Obligations of each Borrower under this Agreement and each other Financing
Document to wh ich any Borrower is a party shall constitute the joint and several obligations of all Borrowers, and references to any Borro wer
or to the Borro wers in this Agreement and such other Financing Documents shall mean and include all Borro wers or, where the context
permits, any of the Borrowers. All rep resentations, warranties, undertakings, agreements and obligations of each Borro wer exp ressed or
implied in this Agreement or any other Financing Docu ments shall, unless the context requires otherwise, be deemed to be mad e , given or
assumed by the Borrowers jointly and severally.

                   (b)      Each of the Borrowers, the Ad min istrative Agent and the Lenders hereby confirms that it is the intention of all such
Persons that this Agreement and the other Financing Documents and the Obligations of each Borrower hereunder and thereunder n ot constitute
a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar foreign, federal or state law, to the extent applicable to this Agreement or such other Financing Documents and the
Obligations of each Borro wer hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the
Borro wers hereby irrevocably agree that the Obligations of each Borrower at any time shall be limited to the maximu m amount a s will result in
the Obligations of such Borrower not constituting a fraudulent transfer or conveyance.

                  SECTION 2.            AMOUNTS A ND TERMS OF CREDIT FACILITY

                  2.1        The Construction Loan Facility .

                  (a)       Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, fro m time to
time during the Buffalo Lake Construction Loan Availability Period, loans (each a ― Buffalo Lake Construction Loan ‖ and, collectively, the ―
Buffalo Lake Construction Loans ‖) to the Borrowers fo r Buffalo Lake Project Costs, which Loans shall (i) at the option of the Borro wers ’
Agent, be Base Rate Loans or Eurodollar Loans ( provided , however , that, except as provided in Section 2.12, all Buffalo Lake Construction
Loans comprising the same Borrowing shall at all times be of the same Type), (ii) be made and maintained in Dollars, (iii) no t exceed for any
Lender, in aggregate principal amount, that amount which equals the Buffalo Lake Construction Loan Co mmit ment of such Lender and
(iv) mature on the Date Certain.

                  (b)       Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, fro m time to
time during the Pioneer Trail Construction Loan Availability Period, loans (each a ― Pioneer Trail Construction Loan ‖ and, collectively, the ―
Pioneer Trail Construction Loans ‖) to the Borrowers for Pioneer Trail Pro ject Costs, which Loans shall (i) at the option of the Borro wers ’
Agent, be Base Rate Loans or Eurodollar Loans ( provided , however , that, except as provided in Section 2.12, all Pioneer Trail Construction
Loans comprising the same Borrowing shall at all times be of the same Type), (ii) be made and maintained in Dollars, (iii) no t exceed for any
Lender, in aggregate principal amount, that amount which equals the Pioneer Trail Construction Loan Co mmit ment of such Lender and
(iv) mature on the Date Certain.

                                                                        2
                   (c)       Proceeds of each Buffalo Lake Construction Loan shall be deposited into the Buffalo Lake Construction Account,
shall be applied solely in accordance with this Agreement and the Account Agreement and shall be used solely for the payment of the Buffalo
Lake Project Costs.

                   (d)       Proceeds of each Pioneer Trail Construction Loan shall be deposited into the Pioneer Trail Construction Account,
shall be applied solely in accordance with this Agreement and the Account Agreement and shall be used solely for the payment of the Pioneer
Trail Project Costs.

                    (e)       Notwithstanding the other provisions of this Section 2.1, if, at any time following the Substantial Co mpletion of any
Plant, there exists any Excess Construction Loan Co mmit ment for such Plan t, the proceeds of Borrowing of any such Excess Construction
Loan Co mmit ment shall be applied solely in accordance with this Agreement and the Account Agreement, may be used for the payment of
Project Costs for the other Plant if it has not yet achieved Project Co mp letion and shall be deposited into the Construction Account for the other
Plant. In addition, the Construction Loan Co mmit ment for one Plant may be used for the Pro ject Costs for the other Plant to the exte nt
permitted in clause (iii) of Section 5.20(b).

                   (f)       The Construction Loans are available only on the terms and conditions specified hereunder, and once repaid, in
whole or in part, at maturity or by prepay ment, may not be reborrowed in whole or in part.

                  2.2        The Term Loan Facility and Working Capital Loan Facility .

                  (a)       Subject to and upon the terms and conditions set forth herein, each of the Lenders agrees that on the Conversion
Date all Construction Loans of such Lender outstanding on such date (after giving effect to any Borro wing of Construction Loa ns on such date
and any prepayment of Construction Loans on such date in accordance herewith) shall automat ically convert into term loans (each a ― Term
Loan ‖ and, collectively, the ― Term Loans ‖) in an aggregate principal amount equal to the outstanding amount of the Con structions Loans of
such Lender as of the Conversion Date but not exceeding such Lender’s Term Loan Co mmit ment in effect as of such date.

                  (b)      Construction Loans that are converted into Term Loans shall not be deemed to be prepaid, repaid or dis charged but
shall be deemed to be continued as Term Loans as provided hereby.

                      (c)        Subject to and upon the terms and conditions set forth herein, each of the Working Capital Lenders agrees to make,
fro m t ime to time during the Working Capital Availability Period, loans (each a ― Working Capital Loan ‖ and, collectively, the ― Working
Capital Loans ‖) to the Borro wers, wh ich Working Cap ital Loans (i) shall at the option of the Borro wers ’ Agent, be Base Rate Loans or
Eurodollar Loans ( provided , however , that, except as provided in Section 2.12, all Working Capital Loans comprising the same Borrowing
shall at all t imes be of the same Type), (ii) shall be made and maintained in Dollars, (iii) may be repaid and reborro wed in acco rdance with the
provisions hereof, (iv) for any Working Capital Lender, in aggregate principal amount, together with the product of (x) such Working Capital
Lender’s Letter of Credit Percentage, if any, and (y) the aggregate amount of all Letter of Cred it Outstandings, shall not exceed the Working
Capital Loan Co mmit ment of such Lender, (v ) shall not (together with the principal amount of Letter of Cred it Outstandings) e xceed Five
Million Dollars ($5,000,000) during the period commencing on Mechanical Co mplet ion of the earlie r to occur of the Pioneer Trail Plant and
the Buffalo Lake Plant and ending on Provisional Acceptance of the such Plant or exceed Ten Million Dollars ($10,000,000) du r ing the period
commencing on Provisional Acceptance of the earlier to occur of the Pioneer Trail Plant and the Buffalo Lake Plant and ending on the
Conversion Date, and (vi) shall mature on the Working Capital Loan Maturity Date; provided , that each of the Working Capital Lenders agrees
to make Working Capital Loans prior to the Conversion Date to the Borro wer, wh ich shall be subject to clauses (i) through (vi) above, for the
sole purpose of purchasing corn fro m Carg ill pursuant to the relevant Corn Supply Agreement and purchasing gas, water, electricity and other
utilit ies for the start-up, testing and operation of the Plants.

                                                                         3
                   2.3          Notice of Borro wing of Construction Loans and Working Capital Loans . Whenever the Borro wers desire to make
a Borrowing of a Construction Loan pursuant to Section 2.1(a) or (b) or a Working Capital Loan pursuant to Section 2.2(c), the Borro wers ’
Agent shall give the Administrative Agent at its Notice Office (a) at least three Business Days ’ prior written notice in the case of Eurodollar
Loans and (b) at least one Business Day’s prior written notice in the case of Base Rate Loans; provided , that any such notice shall be deemed
to have been given on a certain day only if g iven before 11:00 a.m. (New Yo rk City time). Each such notice (a ― Notice of Borrowing ‖) shall
be irrevocable and shall be given by the Borrowers ’ Agent substantially in the form of Exh ibit A hereto, appropriately co mp leted to specify (i)
the aggregate principal amount of the Construction Loans or Working Cap ital Loa ns to be made pursuant to such Borro wing, (ii) the date of
such Borro wing (which shall be a Business Day), (iii) whether the Construction Loans or Working Capital Loans being made purs uant to such
Borro wing are to be init ially maintained as Base Rate Loans or Eurodollar Loans, (iv) if the Construction Loans or Working Capital Loans
being made pursuant to such Borrowing are to be init ially maintained as Eu rodollar Loans, the initial Interest Period to be a pplicable thereto,
(v) in the case of Working Capital Loans, the Ratio of Debt to Total Pro ject Costs at such time, and (vi) in the case of Construction Loans,
whether such Construction Loans are Buffalo Lake Construction Loans or Pioneer Trail Construction Loans and, in the case of a requested
Borro wing of any Excess Construction Loan Co mmit ment, the Construction Account into which the Loan proceeds are to be deposited. The
Admin istrative Agent shall pro mptly give each Lender notice of the proposed Borrowing, of such Lender’s proportionate share thereof and of
the other matters required by the immed iately preceding sentence to be specified in the Notice of Borrowing.

                  2.4        Pro Rata Borrowings; Availability . Each Borrowing of Construction Loans shall be incurred ratably among the
Lenders based upon the amount of their respective Buffalo Lake Construction Loan Co mmit ments or Pioneer Trail Construction Lo an
Co mmit ments, as the case may be. Each Bo rrowing of Working Capital Loans shall be incurred ratably among the Working Capital Lenders
based upon the amount of their respective Working Capital Loan Co mmit ments. It is agreed that no Lender shall be responsible for any default
by any other Lender of its obligation to make a Loan hereunder and that each Lender shall be obligated to make the Loans provided to be made
by it hereunder regardless of the failure of any other Lender to make a Loan hereunder.

                                                                        4
                  2.5        Min imu m A mount and Maximu m Nu mber of Borrowings, etc.

                 (a)      The aggregate principal amount of each Borrowing of a Construction Loan under Section 2.1 shall not be less than
One Million Dollars ($1,000,000). The aggregate principal amount of each Borrowing of a Working Capital Loan under Sectio n 2.2(c) shall not
be less than Two Hundred Fifty Thousand Dollars ($250,000).

                  (b)     Except in the case of Borrowings incurred solely to pay any of the Obligations, th e Borrower shall be limited, in the
case of Construction Loans, to a maximu m of one Borrowing per calendar month.

                  (c)      At no time shall there be outstanding more than nine (9) separate Interest Periods in respect of Eurodollar Loans
prior to the Conversion Date or up to ten (10) separate Interest Periods in respect of Eurodollar Loans after the Conversion Date, up to s ix (6)
of which may be Construction Loans or Term Loans, and up to four (4) of wh ich may be Working Cap ital Loans.

                   2.6        Disbursement of Funds . Subject to the terms and conditions hereof, no later than 1:00 p.m. (New York City time)
on the date specified in each Not ice of Borrowing, each Lender will make available, through such Lender’s Applicable Lending Office, its pro
rata portion of the aggregate amount of the Loans requested to be made on such date, in Dollars and in immediately availab le funds at the
Payment Office o f the Administrative Agent, and the Administrative Agent will deposit the aggregate of the amounts so made available by the
Lenders into (i) the applicable Construction Account, in the case of Construction Loans, and (ii) the Project Revenues Collec tio n Account, the
Hedging Reserve Account or a Margin Account specified by the Borrowers ’ Agent, in the case of Working Capital Loans or, with prior written
notice to the Administrative Agent, make pay ments directly to the hedging counterparties provided that such payments are permitted under the
Risk Management Po licy and under Section 5.31 hereof. Un less the Admin istrative Agent shall have been notified by any Len der prior to the
applicable date of the Borro wing that such Lender does not intend to make available to the Admin istrative Agent such Lender ’s portion of the
Borro wing on such date, the Administrative Agent may assume that such Lender has made such amount available to the Admin istrative Agent
on such date, and the Administrative Agent may (but shall have no obligation to), in reliance upon such assumption, make available to the
Borro wers a corresponding amount. If such corresponding amount is not in fact made availab le to the Administrative Agent by such Lender,
the Administrative Agent shall be entitled to recover such corresponding amount from such Lender on demand. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent ’s demand therefor, the Administrative Agent shall pro mpt ly notify the
Borro wers, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall
also be entitled to recover on demand fro m such Lender or the Bo rrowers, as the case may be, interest on such corresponding amount in respect
of each day fro m the date such corresponding amount was made availab le by the Administrative Agent to the Borro wers until t he date such
corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if such amount is recovered from such Lender,
the cost to the Admin istrative Agent of acquiring overnight federal funds at th e then applicable rate and (ii) if such amount is recovered from
the Borrowers, the then applicable rate of interest as provided herein. Nothing in this Sect ion 2.6 shall be deemed to relieve an y Lender fro m
its obligation to make a Loan hereunder or to prejudice any rights which the Borro wers may have against any Lender as a result of any failure
by such Lender to make Loans hereunder as long as the terms and conditions of such Borrowing have been satisfied.

                                                                         5
                  2.7        Evidence of Obligations and Notes .

                   (a)       Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrowers to such Lender as a result of the Loans of such Lender, including the amounts of principal, interest and other amounts payable
and paid to such Lender fro m time to time under this Agreement and the Notes. The entries made by each Lender pursuant to the foregoing
sentence shall constitute prima facie evidence of the existence and amounts of the Loans and other Obligations therein recorded; provided ,
however , that the failure of any Lender to maintain such account or accounts, or any error therein, shall not in any manner affec t the
obligations of the Borrowers to repay or pay the Loan made by such Lender, accrued interest thereon and the other Obligations of the
Borro wers to such Lender hereunder in accordance with the terms of this Agreement. The Ad min istrative Agent will advise the Borrowers of
the outstanding indebtedness hereunder to each Lender upon written request therefor and receipt of such necessary informat ion relating thereto
fro m such Lender.

                    (b)        At the request of any Lender, the Bo rrowers ’ obligation to pay the principal of, and interest on, the Loans made by
such Lender shall be ev idenced (i) in the case of Construction Loans, by two promissory notes duly executed and delivered by each of the
Borro wers substantially in the form of Exh ibit B-1-A hereto, in respect of the Buffalo Lake Construction Loans, and substantially in the fo rm
of Exh ibit B-1-B hereto, in respect of the Pioneer Trail Construction Loans, with blanks appropriately co mp leted in conformity herewith (eac h,
a ― Construction Note ‖ and, collectively, the ― Construction Notes ‖), (ii) in the case of Term Loans, by a promissory note duly executed and
delivered by each of the Borrowers substantially in the form of Exh ib it B-2 hereto with blanks appropriately co mp leted in conformity herewith
(each, a ― Term Note ‖ and, collectively, the ― Term Notes ‖) and (iii) in the case of Working Capital Loans, by a promissory note duly
executed and delivered by each of the Borro wers substantially in the form of Exhib it B-3 hereto with blan ks appropriately co mpleted in
conformity herewith (each, a ― Working Cap ital Note ‖ and, collectively, the ― Working Capital Notes ‖). Each of the pro missory notes referred
to in this Section 2.7(b ) are herein referred to indiv idually as a ― Note ‖ and, collectively, as the ― Notes .‖

                    (c)      The Construction Note issued to any Lender shall (i) be payable to such Lender or its registered assigns, (ii) be
dated the Closing Date, (iii) be in a stated maximu m principal amount equal to the Buffalo Lake Construction Loan Co mmit ment or the Pioneer
Trail Construction Loan Co mmit ment, as the case may be, of such Lender and be payable in the outstanding principal amount of Construction
Loans evidenced thereby, (iv) mature on the Date Certain, (v) bear interest as provided in t his Agreement and (vi) be entitled to the benefits of
this Agreement and the other Financing Docu ments. The Term Note issued to any Lender shall (i) be payable to such Lender or its registered
assigns, (ii) be dated the Conversion Date, (iii) be in a stated principal amount equal to the Term Loans of such Lender, (iv) mature on the
Term Loan Maturity Date, (v) bear interest as provided in this Agreement and (vi) be entitled to the benefits of this Agreeme nt and the other
Financing Docu ments. The Working Capital Note issued to any Lender shall (i) be payable to such Lender or its registered assigns, (ii) be
dated the Closing Date, (iii) be in a stated principal amount equal to the Working Capital Loan Co mmit ment of such Lender, (i v) mature on the
Working Capital Loan Maturity Date, (v) bear interest as provided in this Agreement and (vi) be entit led to the benefits of this Agreement and
the other Financing Documents.

                                                                         6
                  (d)        Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect
thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amou nt of Loans
evidenced thereby. Failure to make such notation shall not affect the Bo rrower’s obligations in respect of such Loans.

                   (e)       On the Conversion Date, the Lenders shall, to the extent required to pay the amounts specified in Sect ion 4.1(i) of
the Account Agreement, disburse any unutilized portion of the Construction Loan Co mmit ment for applicat ion, together with any amounts on
deposit in or standing to the credit of the Construction Accounts on the Conversion Date, in accordance with provisions and t he order of
priority specified in such Section 4.1(i) of the Account Agreement.

                   2.8        Conversions . The Borro wers shall have the option to convert on any Business Day the principal amount, in
whole or in part, of the Loans made pursuant to one or more Bo rrowings fro m one Type of Loan into a Borro wing of another Type of Loan;
provided , however , that (i) Loans may not be so converted to another Type unless the aggregate principal amount of Loans to be so converted
equals One Million Dollars ($1,000,000) or an integral mult iple o f One Hundred Thousand Dollars ($100,000) in excess thereof, (ii) no
conversion of all or any portion of any Eurodollar Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest
Period applicable to such Eurodollar Loan, unless the Borrowers pay all amounts owing under Section 2.14 as a result of such conversion, (iii)
no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuan t to a single
Borro wing to less than One Million Dollars ($1,000,000), (iv) Base Rate Loans may only be converted into Eurodollar Loans if no Default or
Event of Default is in existence on the date of conversion and (v) no conversion pursuant to this Section 2.8 shall result in a greater number o f
Interest Periods than is permitted under Section 2.5 hereof. Each such conversion shall be effected by the Borrowers ’ Agent by giving the
Admin istrative Agent at its Notice Office p rior to 11:00 a.m. (New York City ti me) at least three Business Days ’ prior notice (each a ― Notice
of Conversion ‖) specifying (w) the principal amount of the Loans to be so converted, (x) the Borrowing or Borrowings pursuant to which such
Loans were made, (y) the Type of Loan fro m which such amount is being converted and the Type of Loan into which such amo unt will be
converted and (z) if such amount is to be converted into Eurodollar Loans, the Interest Period to be in itially applicable the reto. The
Admin istrative Agent shall give each Lender pro mpt notice of any such proposed conversion affecting any of its Loans.

                  2.9        Interest .

                    (a)       The Bo rrowers agree to pay interest in respect of the unpaid principal amount of each Base Rate Loan fro m the date
of Borrowing thereof until the earlier of (i) the maturity of such Base Rate Loan (whether by accelerat ion or otherwise) and (ii) the conversio n
of such Base Rate Loan to a Eurodollar Loan pursuant hereto, at a rate per annum which shall be equal to the sum of (x) the Base Rate in effect
fro m t ime to time and (y) the Applicable Marg in.

                                                                        7
                  (b)       The Borrowers agree to pay interest in respect of the unpaid principal amount of each Eurodollar Loan f ro m the
date of Borro wing thereof until the earlier of (i) the maturity of such Eurodollar Loan (whether by acceleration or otherwise ) an d (ii) the
conversion of such Eurodollar Loan to a Base Rate Loan pursuant hereto, at a rate per annum which shall, during each Interest Period
applicable thereto, be equal to the sum of (x) the Adjusted Eurodollar Rate in effect fo r such Interest Period and (y) the Ap plicable Margin.

                   (c)      Overdue principal and, to the extent permitted by Law, overdue interest in respect of each Loan and any other
overdue amount payable by the Borro wers hereunder or under any other Financing Docu ment shall bear interest at a rate, which is equal to the
sum of (i) the Base Rate in effect fro m t ime to time, (ii) the Applicable Margin and (iii) two percent (2%) (the ― Defau lt Rate ‖), with such
interest to be payable on demand.

                     (d)     Accrued (and theretofore unpaid) interest shall be payable (i) in res pect of each Base Rate Loan, quarterly in arrears
on each Quarterly Date, (ii) in respect of Eurodollar Loans, on the last day of each Interest Period applicab le thereto and, in the case of an
Interest Period in excess of three (3) months, on each date occurring at three (3) month intervals after the first day of such Interest Period and
(iii) in respect of each Loan, on any repayment or prepayment (on the amount repaid or prepaid), conversion (on the amount co nverted), at
maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Notwithstanding the foregoing, interest payable in
accordance with Section 2.9(c) shall be payable as provided therein.

                   (e)        On each Interest Determination Date in respect of any Eurodollar Loan, the Ad min istrative Agent shall determine
the Eurodollar Rate and Adjusted Eurodollar Rate fo r the applicable Interest Period to be applicable to the Loans or to any p ortion thereof and
shall pro mptly notify the Borrower and the Lenders thereof. Each such determination shall, absent man ifest error, be final and conclusive and
binding on all part ies hereto.

                   2.10         Interest Periods . At the time the Borrowers’ Agent gives any Notice of Bo rrowing or Notice of Conversion in
respect of the making of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or on the third
Business Day prior to the expirat ion of any Interest Period applicable to any Eurodollar Loan (in the case of any subsequent Interest Period),
the Borrowers shall have the right to elect, by the Borrowers ’ Agent giving the Administrative Agent written notice thereof, the interest period
(each, an ― Interest Period ‖) applicable to such Eurodollar Loans, which Interest Period shall, at the option of the Borrowers ’ Agent, be a one,
three or six month period and, if available to each Lender required to fund such Eurodollar Loans, nine or twelve month perio d; provided ,
however , that

                  (i)      all Eurodollar Loans comprising the same Borro wing shall have the same Interest Period;

                                                                         8
                  (ii)      the in itial Interest Period for any Eurodollar Loan shall co mmence on the date of Borrowing of such Loan
         (including the date of conversion thereof fro m a Loan of a different Type) and each Interest Period occurring thereafter in r espect of
         such Eurodollar Loan shall co mmence on the last day of the immediately p receding Interest Period;

                  (iii)     if any Interest Period begins on a day for wh ich there is no numerically corresponding day in the calendar month at
         the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

                  (iv)     if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be
         extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another
         calendar month, in which event such Interest Period shall end on the immed iately preceding Business Day;

                  (v)       in the case of Term Loans, any Interest Period that would otherwise extend beyond the Term Loan Mat urity Date
         shall end on the Term Loan Maturity Date and in the case of Working Cap ital Loans, any Interest Period that would otherwise e xtend
         beyond the Working Capital Loan Maturity Date shall end on the Working Cap ital Loan Maturity Date;

                   (vi)      in the case of Term Loans, no Interest Period may be elected that would extend beyond any date upon which a
         Scheduled Principal Pay ment is required to be made unless the aggregate principal amount of Base Rate Loans plus the aggregat e
         principal amount of Eurodollar Loans outstanding having Interest Periods which end on or before such date shall be at least equal to or
         greater than the principal amount of such Scheduled Principal Pay ment;

                  (vii)     if the Conversion Date shall occur on a date that is not the last day of an Interest Period for any Construction Loans
         being converted to Term Loans on such date, then, notwithstanding any other provision herein to the contrary, the Interest Pe riod
         applicable to such Construction Loans may be continued until the last day of the Interest Period applicable thereto, provided that the
         Applicable Margin relating to Term Loans shall apply to such Loans from and after the Conversion Date; and

                   (viii)    no Interest Period in respect of any Borrowing shall be selected at any time when a Defau lt or Event of Default
         exists.

If upon the exp irat ion of any Interest Period, the Borro wers are permitted to but the Borrowers ’ Agent has failed to elect, a new Interest Period
to be applicable to such Eurodollar Loans as provided above, the Borrowers shall be deemed to have elected to renew such Eurodollar Loans
for the same Interest Period as such current Interest Period. If upon the expiration of any Interest Period, the Borrowers are not permitted to
elect a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borro wers shall be deemed to have elected to
convert such Eurodollar Loans into a Borro wing of Base Rate Loans effective as of the exp irat ion date of such current Interes t Period. Upon
the waiver or cure of the Default o r Event of Default, the Ad min istrative Agent shall, pursuant to Section 9.3 hereof, notify the Borro wer and
the Lenders, whereupon each Base Rate Loan will automatically, on the last day of the then -current Interest Period, again bear interest as a
Eurodollar Loan in accordance with this Agreement.

                                                                          9
                   2.11       Net Pay ments . (a) All pay ments made by the Borrowers hereunder or under any other Financing Docu ment will
be made without setoff, counterclaim or other defense. Except as provided in Section 2.11(b), all such payments will be made free and clear o f,
and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever
nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such
payments (but excluding, in the case of any Lender, except as provided in the second succeeding sentence, any tax imposed on or measured by
the net income of such Lender pursuant to the Laws of the jurisdiction in which it is organized or the juris diction in wh ich the principal office
or Applicable Lending Office o f such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities
with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collect ively as ―
Taxes ‖). If any Taxes are so levied or imposed, the Borro wers agree to pay the full amount of such Taxes, and such additional amoun ts as may
be necessary so that every payment of all amounts due hereunder or under any other Financing Document, after withholding or deduction for or
on account of any Taxes, will not be less than the amount provided for herein or in such Financing Document. If any such additional amounts
are payable in respect of Taxes pursuant to the preceding sentence, then the Borrowers shall be obligated to reimburse each Len der, upon the
written request of such Lender, for taxes imposed on or measured by the net income of such Lender, attributable to such addit ional amounts
paid by the Borrowers, pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal o ffice or applicab le
lending office of such Lender is located or under the laws of any political subdivision or taxing aut hority thereof or therein and for any
withholding of taxes as such Lender shall determine are payable by, or withheld fro m, such Lender in respect of such amounts so paid to or on
behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this
sentence. The Borro wers will furn ish to the Administrative Agent within forty -five (45) days after the date of the payment of any Taxes due
pursuant to applicable law certified copies of any tax receipts evidencing such payment by the Borrowers. Each Borro wer agrees to indemnify
and hold harmless each Lender and reimburse such Lender upon its written request for the amount of any Taxes so levied or imp osed and paid
by such Lender.

                                                                        10
                    (b)         Each Lender that is not a Un ited States person (as such term is defined in Sect ion 7701(a)(30) o f the Code) agrees
to deliver to the Borrowers and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or
transferee of an interest under this Agreement pursuant to Section 9.13 (unless the respective Lender was already a Lender he reunder
immed iately prior to such assignment or trans fer), on the date of such assignment or transfer to such Lender, (i) t wo accurate and complete
original signed copies of Internal Revenue Service Fo rm W -8ECI or Form W-8BEN (with respect to a complete exemption under an inco me
tax treaty) (or successor forms) cert ify ing to such Lender’s entitlement as of such date to a complete exemption fro m United St ates withholding
tax with respect to payments to be made under this Agreement and under any other Financing Document, or (ii) if the Lender is not a ―bank‖
within the mean ing of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W -8ECI o r Form W-8BEN
(with respect to a complete exempt ion under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of
Exh ib it H (any such certificate, a ― Sect ion 2.11(b)(ii) Certificate ‖) and (y) two accurate and comp lete orig inal signed copies of Internal
Revenue Service Form W-8BEN (with respect to the portfolio interest exempt ion) (o r successor form) cert ify ing to such Lender’s entitlement
as of such date to a complete exemption fro m United States withholding tax with respect to payments of interest to be made un der this
Agreement and under any other Financing Document. In addition, each Lender agrees that fro m t ime to time after the Closing Date, when a
lapse in time o r change in circu mstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the
Borro wers and the Admin istrative Agent two new accurate and complete orig inal signed copies of Internal Revenue Service Fo rm W -8ECI,
Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W -8BEN (with respect to the portfolio interest exemption) and
a Section 2.11(b )(ii) Cert ificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of
such Lender to a continued exempt ion fro m or reduction in Un ited States withholding tax with respect to payments under this A greement and
any other Financing Document, or it shall immed iately notify the Borro wers and the Administrative Agent of its inability to deliver any such
Form or Certificate, in which case such Lender shall not be required to deliver any such supplemental Fo rm or Certificate pursuant to this
Section 2.11(b). Notwithstanding anything to the contrary contained in Section 2.11(a), but subject to the immediately succee ding sentence, (1)
the Borrowers shall be entitled, to the extent it is required to do so by law, to deduct or wit hhold inco me or similar taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein) fro m interest, fees or other amounts payable her eunder for the account
of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax
purposes to the extent that such Lender has not provided to the Borrowers U.S. Internal Revenue Serv ice Forms that establish a complete
exemption fro m such deduction or withholding and (2) the Borro wers shall not be obligated pursuant to Section 2.11(a) hereof to gross -up
payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided the
Borro wers the Internal Revenue Service Forms required to be provided to the Borrowers pursuant to this Section 2.11(b) or (II) in the case of a
payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a co mplete exemption
fro m withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section
2.11, the Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.11(a) (without regard to
the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the
immed iately preceding sentence as a result of any changes after the Clo sing Date in any applicable law, t reaty, governmental rule, regulation,
guideline or o rder, or in the interpretation thereof, relating to the deducting or withholding of inco me or similar taxes.

                  2.12       Illegality .

                    (a)       If any Lender reasonably determines that the introduction of any Law, or any change in any Law, or in the
interpretation or ad min istration of any Law, has made it unlawful, or that any central bank or other Govern mental Authority h as asserted that it
is unlawfu l, for any Lender or its Applicable Lending Office to make a Eurodollar Loan, then, on notice thereof by the Lender to the Borrowers
through the Administrative Agent, any obligation of that Lender to make such Loan shall be suspended until the Lender notifie s the
Admin istrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist.

                                                                         11
                   (b)       If any Lender reasonably determines that it is unlawfu l to maintain a Eurodollar Loan, the Borrowers shall, upon its
receipt of notice of such fact and demand fro m such Lender (with a copy to the Administrative Agent), convert the Eurodollar Loans of such
Lender then outstanding, into Base Rate Loans, either on the last day of the Interest Period in respect of such Eurodollar Lo an, if the Lender
may lawfully continue to maintain such Eurodollar Loans to such day, or immed iately, if the Lender may not lawful ly continue to maintain
such Eurodollar Loan.

                 (c)       If the obligation of any Lender to make or maintain Eu rodollar Loans has been so terminated or suspended, the
Borro wers may elect, by giving notice to such Lender through the Admin istrative Agen t, that all Loans which would otherwise be made by
such Lender as Eu rodollar Loans shall instead be Base Rate Loans.

                 (d)        Befo re giv ing notice to the Administrative Agent under this Section, the affected Lender shall designate a different
Applicable Lending Office with respect to its Eurodollar Loans if such designation will avoid the need for g iving such notice or ma king such
demand and will not, in the judgment of such Lender, be illegal or otherwise disadvantageous to such Lender.

                  2.13       Increased Costs and Reduction of Return .

                   (a)        If any Lender shall have reasonably determined (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) at any time, that such Lender shall incur increased costs or reductions in th e amounts received
or receivable hereunder with respect to any Eurodollar Loan (other than any increased cost or reduction in the amount received or receivable
resulting fro m the imposition of or a change in the rate of net inco me taxes or similar charges) because of (i) any change since the date of this
Agreement in any applicable law or govern mental ru le, regulation, order, guideline or request (whether or not having the forc e of law) o r in the
interpretation or ad min istration thereof by any Govern mental Authority, central b ank o r co mparable agency charged with the interpretation or
administration thereof, and including the introduction of any new law or governmental rule, regulation, order, guideline or r equ est (such as, for
example, but not limited to a change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the
extent included in the co mputation of the Eurodollar Rate) and/or (ii) other circu mstances affecting such Lender or the relev ant interbank
market or the position of such Lender in such market, then, such Lender shall pro mpt ly notify the Administrative Agent in writ ing and the
Admin istrative Agent shall then so notify the Borrowers ’ Agent of the occurrence of any such event, such notice to state in reasonable detail
the reasons (including the basis for determination) therefor and the additional amount required to co mpensate fully such Lend er for such
increased cost or reduced amount. Upon receipt of such notice fro m the Administrative Agent, the Borrowers shall pay to such Lender such
additional amounts (in the form of an increased rate of, o r a d ifferent method of calculating, interest or otherwise as such Lender in its sole
discretion shall determine) as shall be required to co mpensate such Lender for such increase d costs or reductions in amounts received or
receivable hereunder. Such notice fro m such Lender shall, absent man ifest error, be final and conclusive and binding on all parties hereto.

                                                                         12
                   (b)       If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii)
any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or admin istration of any Capital A dequacy Regulation by
any central bank or other Govern mental Authority charged with the interpretation or ad ministration thereof, or (iv) co mp lianc e by such Lender
(or its Applicable Lending Office) or any corporation controlling such Lender with any Cap it al Adequacy Regulation, affects or would affect
the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (ta king into
consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital)
determines that the amount of such capital is increased as a consequence of its Co mmit ment, Loans, credits or Obligations und er this
Agreement, then, upon notice (such notice to include a statement of such Lender as to any such additional amount or amounts (including the
basis for determination)) of such Lender to the Borro wers through the Admin istrative Agent, the Borrowers shall pay to such L ender, fro m time
to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. A Lender’s reasonable good
faith determination of co mpensation owing under this Section 2.13(b) shall, absent manifest error, be final and conclusive an d binding on all
parties hereto.

                   (c)      Before giv ing notice to the Admin istrative Agent under Section 2.13(a) or Section 2.23, the affected Lender shall
designate a different Applicable Lending Office with respect to its Loans or Letters of Credit if such designation wil l avoid the need for giving
such notice or making such demand and will not, in the judg ment of such Lender, be illegal or otherwise disadvantageous to such Lender.

                 2.14     Funding Losses . The Borro wers shall reimburse each Lender and hold each Len der harmless fro m any loss or
expense which the Lender may sustain or incur as a consequence of:

                  (a)       the failure of the Borrowers to make on a timely basis any scheduled payment of principal of any Loan;

                 (b)      the failure of the Borro wers to borrow or convert a Loan after the Borrowers or the Borro wers ’ Agent has given (or
         is deemed to have given) a Notice of Borrowing or a Notice of Conversion;

                  (c)       the failure of the Borrowers to make any prepayment in accordance with any n otice delivered under Section 6.2;

                  (d)      the prepayment or repayment (including pursuant to Section 6.1, 6.2 or 6.3) or other payment (including after
         acceleration thereof) of a Eurodollar Loan on a day that is not the last day of the relevant Interest Period; or

                  (e)      the conversion of any Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period;

                                                                        13
including any such loss or expense arising fro m the liquidation or reemploy ment of funds obtained by it to maintain its Loan or fro m fees
payable to terminate the deposits from which such funds were obtained upon written notice (including the basis for the determ ination).

                  2.15       Inability to Determine Rates . (a) If the Administrative Agent determines in good faith that for any reason
adequate and reasonable means do not exist for determin ing the Eurodollar Rate for any Interest Period with respect to any Eu rodollar Loans,
or that the Eurodollar Rate applicable for any Interest Period with respect to a Eurodollar Loan does not adequately and fairly reflect the cost to
the Lenders of funding such Eurodollar Loan, the Ad min istrative Agent will p ro mptly so notify the Borro wers and each Lender. Thereafter,
commencing on the last day of the then-existing Interest Period for such Eurodollar Loan (or if such Interest Period is greater than six-months,
commencing six months thereafter), the obligation of the Lenders to make or continue Eurodollar Loans hereunder shall be suspended until
the Administrative Agent revokes such notice in writing. Upon the receipt of such notice, the Borrowers ’ Agent may revoke an y Notice of
Borro wing or Notice o f Conversion or notice of continuation then submitted by it. If the Borro wers’ Agent does not revoke any such notice,
the Lenders shall make, convert or continue the Loans, as proposed by the Borrowers ’ Agent, in the amount specified in the applicable notice
submitted by the Borrowers ’ Agent, but such Loans shall be made, converted or continued as Base Rate Loans instead of Eurod ollar Loans.

                  (b)       Upon the Administrative Agent’s determination that the condition that was the subject of a notice under Section
2.15(a) has ceased, Admin istrative Agent shall forthwith notify the Borrower and the Lenders of such determination, whereupon each Loan
previously converted to a Base Rate Loan subject to Section 2.15(a) will, subject to the requirements of this Agreement (including Sections 2.8
and 2.10), automat ically be converted to a Eurodollar Loan on the last day of the then -current Quarterly Period and bear interest as a Eurodollar
Loan in accordance with this Agreement.

                 2.16      Survival . The agreements and obligations of the Borrowers in Sections 2.11 through 2.14 shall survive the
payment of the Loans, the Notes and all other Ob ligations.

                    2.17       Rep lacement of Lenders . If any Lender is owed increased costs or other amounts under Section 2.11, 2.13 or 2.23
hereof and compensation with respect to such event is not otherwise requested generally by the other Lenders, the Borro wers s hall have the
right, if no Default or Event of Default then exists and such Lender has not changed its Applicable Lending Office with the effect of
eliminating such increased cost, to replace such Lender (the ― Rep laced Lender ‖) with another commercial bank or banks or other financial
institutions (collectively, the ― Replacement Lender ‖) reasonably acceptable to the Administrative Agent, provided that (a) at the time of any
replacement pursuant to this Section 2.17, the Replacement Lender shall enter into one or more assignment agreements purs uant to Section
9.13 hereof pursuant to which the Replacement Lender shall acquire all o f the Co mmit ments and outstanding Loans of and all p a rticipations in
Letters of Credit by the Replaced Lender and, in connection therewith, shall pay to (x) the Replace d Lender in respect thereof an amount equal
to the sum of (i) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Len der, and an amount
equal to all Unpaid Drawings that have been funded by (and not reimb ursed to) such Replaced Lender, together with all then unpaid interest
with respect thereto at such time, and (iii) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender, and (y)
each Letter of Credit Issuer, an amount equal to such Replaced Lender’s Letter o f Cred it Percentage of any Unpaid Drawing relating to Letters
of Credit issued by such Letter of Cred it Issuer (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore
funded by such Replaced Lender to such Letter of Cred it Issuer accrued, but theretofore unpaid, Fees owing to the Replaced Lender and (b) all
obligations of the Borrowers owing to the Rep laced Lender (other than those specifically described in clause (a) above in res pect of which the
assignment purchase price has been, or is concurrently being, paid) shall be paid in fu ll to such Replaced Lender concurrently with such
replacement. Upon the execution of the respective assignment documentation pursuant to clause (a) abov e and the payment of the amounts
referred to in clauses (a) and (b) above, the Rep lacement Lender shall beco me a Lender hereunder, and the Rep laced Lender sha ll cease to
constitute a Lender hereunder, except with respect to indemnificat ion provisions under this Agreement, wh ich shall survive as to such Replaced
Lender.

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                   2.18      Letters of Credit .

                   (a)       Subject to and upon the terms and conditions set forth herein, the Borrowers may request that a Letter of Credit
Issuer issue, at any time and fro m time to time during the Working Cap ital Availability Period, for the account of the Borrowers and for the
benefit of (i) Cargill pursuant to the Corn Supply Agreement and the Risk Management Agreement, (ii) Govern mental Authorities f or the
purpose of obtaining Govern mental Approvals for the Project and (iii) other Pro ject Participants for such obligations as are reasonably
acceptable to the Admin istrative Agent, an irrevocable standby Letter of Credit, in a form customarily used by such Letter of Credit Issuer or in
such other form as has been approved by such Letter of Cred it Issuer (each such Letter of Credit, a ― Letter of Credit ‖ and, collectively, the ―
Letters of Credit ‖). All Letters of Credit shall be denominated in Do llars and shall be issued on a sight basis only.

                  (b)       Subject to and upon the terms and conditions set forth herein, each Letter o f Credit Issuer agrees that it will, at any
time and fro m time to time during the Working Capital Availability Period, follo wing its receipt of a Letter of Credit Reques t, issue for account
of the Borrowers, one or mo re Letters of Credit as are permitted to remain outstanding hereunder without giving rise to a Defau lt or an Event of
Default, provided that no Letter of Cred it Issuer shall be under any obligation to issue any Letter of Cred it of the types described above if a t the
time of such issuance:

                              (i)      any order, judg ment or decree of any Govern mental Authority or arbitrator shall purport by its terms to
enjoin or restrain such Letter of Cred it Issuer fro m issuing such Letter of Credit or any requirement of Law applicable to su ch Letter of Credit
Issuer or any request or directive (whether or not having the force of Law) fro m any Govern mental Authority with jurisdiction over such Letter
of Credit Issuer shall prohibit, or request that such Letter of Credit Issuer refrain fro m, the issuance o f Letters of Credit generally or such Letter
of Credit in particu lar or shall impose upon such Letter of Credit Issuer with respect to such Letter of Credit any restrict ion or reserve or capital
requirement (for which such Letter of Credit Issuer is not otherwise compensated hereunder) not in effect with respect to such Letter of Credit
Issuer on the date hereof, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to su ch Letter of Credit
Issuer as of the date hereof and which such Letter of Credit Issuer reasonably and in good faith deems material to it; or

                                                                          15
                            (ii)      such Letter of Credit Issuer shall have received fro m the Borrowers ’ Agent or the Required Lenders prior
to the issuance of such Letter of Credit notice of the type described in the second sentence of Section 2.20(b).

                  2.19        Maximu m Letter of Credit Outstandings; Final Maturit ies . Notwithstanding anything to the contrary contained in
this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which when added to the Letter of Credit Outstan dings (exclusive
of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed,
when added to the aggregate principal amount of all Working Capital Loans then outstanding, an amount equal to the aggregate Working
Capital Loan Co mmit ments at such time, and (ii) each Letter of Credit shall by its terms terminate on or before the earlier of (A ) the date which
occurs twelve (12) months after the date of the issuance thereof (although any such standby Letter of Credit may be extendib le for successive
periods of up to twelve (12) months, but, in each case, not beyond the tenth (10th) Business Day prior to the Working Capital Loan Maturity
Date, on terms acceptable to the Letter of Cred it Issuer) and (B) ten (10) Business Days prior to the Working Capital Loan Ma turity Date.

                    2.20       Letter of Credit Requests; Minimu m Stated A mount . (a) Whenever the Borro wers desire that a Letter of Cred it
be issued for its account, the Borrowers ’ Agent shall give the Administrative Agent and the respective Letter of Credit Issuer at least five (5)
Business Days’ (or such shorter period as is acceptable to such Letter of Credit Issuer) written notice thereof (including by way of facsimile).
Each notice shall be in the form of Exh ibit I, appropriately co mpleted (each, a ― Letter of Credit Request ‖).

                    (b)       The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrowers
to the Lenders that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.19. Unless the
respective Letter of Cred it Issuer has received notice from the Borrowers or the Required Lenders before it issues a Letter o f Credit that one or
more of the conditions specified in Sect ion 3 are not then satisfied, or that the issuance of such Letter of Credit would vio late Section 2.19, then
such Letter of Credit Issuer shall, subject to the terms and conditions of this Agreement, issue the requested Letter of Cred it for the account of
the Borrowers in accordance with such Letter of Credit Issuer’s usual and customary practices. Upon the issuance of or modification or
amend ment to any standby Letter of Credit, each Letter of Credit Issuer shall pro mptly notify the Borrowers and the Admin istr ative Agent, in
writing, of such issuance, modification or amend ment and such notice shall be accompanied by a copy of such Letter of Credit or the respective
modification or amend ment thereto, as the case may be. Pro mptly after receipt of such notice the Administrative Agent shall notify the Letter
of Credit Participants, in writ ing, of such issuance, modificat ion or amend ment. Notwithstanding anything to the contrary contained in this
Agreement, in the event that a Working Capital Lender defaults in funding its portion of any unreimbursed payment under Sec tion 2.21(c), no
Letter of Credit Issuer shall be required to issue any Letter of Credit unless such Letter of Credit Issuer has entered into arrangements
satisfactory to it and the Borrower to eliminate such Letter of Cred it Issuer’s risk with respect to the participation in Letters of Cred it by the
defaulting Working Capital Lender or Lenders, including by cash collateralizing such defaulting Working Capital Lender ’s or Lenders’ Letter
of Credit Percentage of the Letter of Credit Outstandings.

                                                                         16
                   (c)      The in itial Stated A mount of each Letter of Credit shall not be less than One Hundred Thousand Dollars
($100,000)    or such lesser amount as is acceptable to the respective Letter of Cred it Issuer.

                   2.21        Letter of Credit Participations . (a) Immed iately upon the issuance by a Letter of Credit Issuer of any Letter of
Cred it, such Letter of Credit Issuer shall be deemed to have sold and transferred to each Working Capit al Lender, and each such Working
Capital Lender (in its capacity under this Section 2.21, a ― Letter of Credit Part icipant ‖) shall be deemed irrevocably and unconditionally to
have purchased and received fro m such Letter of Credit Issuer, without recourse or warranty, an undivided interest and particip ation, to the
extent of such Letter of Credit Part icipant’s Letter o f Credit Percentage, in such Letter o f Credit , each drawing or pay ment made thereunder and
the obligations of Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any
change in the Working Capital Loan Co mmit ments or Letter of Credit Percentages of the Lenders pursuant to Section 2.17 or 9.13, it is hereby
agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 2.21 to reflect the new Letter of Credit Percentages of the assignor and assignee Len der, as the case may
be.

                   (b)       In determin ing whether to pay under any Letter of Cred it, no Letter of Credit Issuer shall have any obligation
relative to the other Working Capital Lenders other than to confirm that any documents required to be delivered under such Letter of Credit
appear to have been delivered and that they appear to substantially co mp ly on their face with the requirements of such Letter of Credit. Any
action taken or o mitted to be taken by a Letter of Cred it Issuer under or in connectio n with any Letter of Cred it issued by it shall not create for
such Letter of Credit Issuer any resulting liab ility to any Borro wer, any Working Capital Lender or any other Person unless s uch action is taken
or omitted to be taken with gross negligence or willful misconduct on the part of such Letter of Credit Issuer (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

                     (c)       In the event that a Letter of Cred it Issuer makes any payment under any Letter of Cre d it issued by it and no
Borro wer shall have reimbursed such amount in fu ll to such Letter of Credit Issuer pursuant to Section 2.22(a), such Letter o f Credit Issuer
shall pro mptly notify the Administrative Agent, which shall pro mptly notify each Letter of Credit Participant of such failure, an d each Letter of
Cred it Part icipant shall pro mpt ly and unconditionally pay to such Letter of Cred it Issuer the amount of such Letter of Credit Participant’s Letter
of Credit Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 12:00
Noon (New Yo rk City time) on any Business Day, any Letter of Credit Part icipant required to fund a pay ment under a Letter o f Credit shall
make available to the respective Letter of Cred it Issuer in Do llars such Letter of Credit Part icipant’s Letter of Credit Percentage of the amount
of such payment on such Business Day in same day funds. If and to the extent such Letter of Credit Participant shall not have so made its
Letter of Credit Percentage of the amount of such payment available to such respective Letter of Cred it Issuer, such Letter of Credit Participant
agrees to pay to such Letter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day fro m such date
until the date such amount is paid to such Letter of Credit Issuer at the overnight Federal Funds Rate for the first three (3 ) days and at the
interest rate applicable to Working Cap ital Loans that are maintained as Base Rate Lo ans for each day thereafter. The failure o f any Letter of
Cred it Part icipant to make available to a Letter of Credit Issuer its Letter of Credit Percentage of any payment under any Le tter of Credit issued
by such Letter of Cred it Issuer shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to such
Letter of Credit Issuer its Letter of Cred it Percentage of any payment under any Letter of Credit on the date required, as sp ecified above, but no
Letter of Credit Participant shall be responsible for the failure of any other Letter of Cred it Participant to make available to such Letter o f
Cred it Issuer such other Letter of Cred it Part icipant’s Letter of Cred it Percentage of any such payment.

                                                                          17
                     (d)       Whenever a Letter of Credit Issuer receives a payment of a reimbursement obligation as to which it has received
any payments from the Letter of Credit Participants pursuant to clause (c) above, such Letter of Credit Issuer shall pay to e ach such Letter of
Cred it Part icipant wh ich has paid its Letter of Credit Percentage thereof, in Dollars and in same day funds, an amount equal to such Letter of
Cred it Part icipant’s share (based upon the proportionate aggregate amount originally funded by such Letter of Cre d it Participant to the
aggregate amount funded by all Letter o f Cred it Part icipants) of the principal amount of such reimbursement obligation and in terest thereon
accruing after the purchase of the respective participations.

                     (e)      Upon the request of any Letter of Credit Participant, each Letter of Cred it Issuer shall furnish to such Letter of
Cred it Part icipant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requ ested by such
Letter of Credit Participant.

                   (f)       The obligations of the Letter of Credit Participants to make pay ments to each Letter of Cred it Issuer with respect to
Letters of Credit shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circu mstances, including, without limitation, any of the following circu msta nces:

                            (i)      any lack o f validity or enfo rceability of this Agreement or any of the other Financing Documents;

                             (ii)    the existence of any claim, setoff, defense or other right which any Borro wer may have at any time against
a beneficiary named in a Letter of Cred it, any transferee of any Letter of Credit (or any Person for whom any su ch transferee may be acting),
the Administrative Agent, any Letter of Credit Participant, or any other Person, whether in connection with this Agreement, a ny Letter of
Cred it, the transactions contemplated herein or any unrelated transactions (including an y underlying transaction between any Borrower and the
beneficiary named in any such Letter of Cred it);

                            (iii)      any draft, certificate or any other document presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

                                                                         18
                          (iv)      the surrender or impairment of any security for the performance or observance of any of the terms of any of
the Financing Docu ments; or

                           (v)      the occurrence of any Default o r Event of Default.

                   2.22       Agreement to Repay Letter of Credit Drawings . (a) Each Borrower agrees to reimburse each Letter of Credit
Issuer by making payment to the Admin istrative Agent for any payment or disbursement made by such Letter of Cred it Issuer und er any Letter
of Credit issued by it (each such amount, so paid until reimbursed by the Borro wers, an ― Unpaid Drawing ‖) on the date of such payment or
disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed on the date of such
payment or disbursement, fro m and including the date paid or disbursed to but excluding the date such Letter of Cred it Issuer was reimbursed
by the Borrowers therefor at a rate per annu m equal to the Base Rate as in effect fro m time to time plus the Applicable Margin as in effect fro m
time to time for Working Cap ital Loans that are maintained as Base Rate Loans; provided , however , to the extent such amounts are not
reimbursed prior to 12:00 Noon (New Yo rk City time) on the third Business Day follo wing the date of such payment or disbursement, interest
shall thereafter accrue on the amounts so paid or disbursed by such Letter of Credit Issuer (and until reimbursed by the Borr o wers) at a rate per
annum equal to the Base Rate as in effect fro m t ime to t ime p lus the Applicable Marg in for Working Cap ital Loans that are maintained as Base
Rate Loans as in effect fro m time to time plus 2%, with such interest to be payable on demand. Each Letter of Cred it Issuer shall give the
Borro wers’ Agent prompt written notice of each Drawing under any Letter of Cred it issued by it, provided that the failure to give any such
notice shall in no way affect, impair or dimin ish the Borrowers ’ obligations hereunder.

                   (b)       The obligations of each Borrower under this Section 2.22 to reimburse each Letter of Credit Issuer with respect to
drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a ― Drawing ‖) (including, in each case, interest
thereon) shall be absolute and unconditional under any and all circu mstances and irrespective of any setoff, counterclaim or defense to payment
which any Bo rrower may have or have had against any Lender (including in its capacity as a Letter of Cred it Issuer or as a Lett er of Cred it
Participant), including, without limitat ion, any defense based upon the failu re of any drawing under a Letter of Credit to co nform to the terms
of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proc eeds of such Drawing; provided , h owever , that
the Borrowers shall not be obligated to reimburse any Letter of Credit Issuer for any wrongful pay ment made by such Letter of Cred it Issuer
under a Letter of Credit issued by it as a result of acts or omissions constituting willfu l misconduct or gross negligence on the part of such
Letter of Credit Issuer (as determined by a court of co mpetent jurisdiction in a final and non -appealable decision).

                                                                        19
                     2.23      Increased Costs . If at any time, the introduction of or any change in any applicable Law or in the interpretation or
administration thereof by any Govern mental Authority charged with the interpretation or admin istration there of, or co mpliance by any Letter of
Cred it Issuer or any Letter of Credit Participant with any request or directive by any such Govern mental Authority (whether o r not having the
force of Law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters
of Credit issued by any Letter of Credit Issuer or participated in by any Letter o f Cred it Part icipant, or (ii) impose on any Letter of Credit Issuer
or any Letter of Credit Part icipant any other conditions relating, d irectly or indirectly, to this Agreement or any Letter of Cred it; and the result
of any of the foregoing is to increase the cost to any Letter of Credit Issuer or any Letter of Credit Participant of issuing , maintaining or
participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Letter of Credit Issuer or any Letter of
Cred it Part icipant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for c hanges in the rate of tax on,
or determined by reference to, the net income or net profits of such Letter of Credit Issuer or such Letter of Cred it Participant pursuant to the
Laws of the jurisdiction in which it is organized or in which its principal office or Applicable Lending Office is located or any subdivision
thereof or therein), then, upon the delivery of the certificate referred to belo w to any Borrower by any Letter of Credit Iss uer or any Letter of
Cred it Part icipant (a copy of which cert ificate shall be sent by such Letter of Credit Issuer or such Letter of Cred it Part icipant to the
Admin istrative Agent), the Borrowers agree to pay to such Letter of Cred it Issuer or such Letter of Credit Part icipant such a dditional amount or
amounts as will co mpensate such Letter of Credit Issuer or such Letter of Credit Participant for such increased cost or reduction in the amount
receivable or reduction on the rate of return on its capital. Any Letter of Credit Issuer or any Letter of Credit Participant, upon determining that
any additional amounts will be payable to it pursuant to this Section 2.23, will g ive pro mpt written notice thereof to the Bo rro wers’ Agent,
which notice shall include a certificate submitted to the Borrowers ’ Agent by such Letter of Credit Issuer or such Letter of Cred it Participant (a
copy of which certificate shall be sent by such Letter of Credit Issuer or such Letter of Credit Participant to the Administr ative Agent), setting
forth in reasonable detail the basis for the calculat ion of such additional amount or amounts necessary to compensate such Letter of Credit
Issuer or such Letter of Cred it Participant. The certificate required to be delivered pursuant to this Section 2.23 shall, absent manifest error, be
final and conclusive and binding on the Borro wers.

                   2.24       Letter of Cred it Fees . (a) Each Borro wer agrees to pay to the Administrative Agent for distribution to each
Working Capital Lender (based on each such Working Capital Lender’s respective Letter of Credit Percentage) a fee in respect of each Letter
of Credit (the ― Letter of Cred it Fee ‖) fo r the period fro m and including the date of issuance of such Letter of Credit to and including the date
of termination or exp iration of such Letter of Cred it, co mputed at a rate per annum equal to the Applicable Marg in as in effect from time to
time during such period with respect to Working Capital Loans that are maintained as Eurodollar Loans on the daily Stated Amo unt of each
such Letter of Credit. Accrued Letter o f Cred it Fees shall be due and payable quarterly in arrears on each Quarterly Date and upon the first
Business Day on or after the termination of the Working Cap ital Loan Co mmit ment upon which no Letters of Credit remain outstanding.

                   (b)       Each Borro wer agrees to pay to each Letter of Credit Issuer, for its own account, a facing fee in respect of each
Letter of Credit issued by it (the ― Facing Fee ‖) for the period fro m and includ ing the date of issuance of such Letter of Credit t o and including
the date of termination or exp irat ion of such Letter of Credit, co mputed at a rate per annum equal to 0.15% on the daily Stated Amount of such
Letter of Credit. Except as otherwise provided in the proviso to the immed iately preceding sentence, accrued Facing Fees shall be due and
payable quarterly in arrears on each Quarterly Date and upon the first day on or after the termination of the Working Capital Lo an Co mmit ment
upon which no Letters of Credit remain outstanding.

                                                                          20
                  (c)       The Bo rrowers agree to pay to each Letter of Credit Issuer, for its own account, upon each payment under, issuance
of, or amend ment to, any Letter of Cred it issued by it, such amount as shall at the time of such event be the administrative charge and the
reasonable expenses which such Letter of Credit Issuer is generally imposing upon similarly situated borrowers with respect to letters of credit
issued by such Letter of Credit Issuer.

                  2.25       Ob ligation to Mit igate .

                   (a)        Each Lender agrees after it becomes aware of the occurrence of an event that would entitle it to give notice pursuant
to Section 2.12 ( Illegality ), 2.13 ( Increased Costs and Reduction of Return ) or 2.23 ( Increased Costs ), or to receive addit ional amounts
pursuant to Section 2.11 ( Net Payments ), such Lender shall, to the extent that it can do so lawfu lly, use reasonable efforts to make, fund or
maintain its affected Loan through another lending office if as a result thereof the increased costs would be avoided or materially reduced or the
illegality would thereby cease to exist and if, in the reasonable opinion of such Lender, the making, funding or maintaining of such Loan
through such other lending office would not be disadvantageous to such Lender or contrary to such Lender’s normal banking practices.

                   (b)      No change by a Lender in its Applicable Lending Office made fo r such Lender’s convenience shall result in any
increased cost to the Borrowers.

                  (c)        If any Lender demands compensation pursuant to Section 2.13 ( Increased Costs and Reduction of Return ) with
respect to any Eurodollar Loan, the Bo rrowers may, at any time upon at least five (5) Business Day ’s prior notice to such Lender through the
Admin istrative Agent, elect to convert such Loan into a Base Rate Loan. Thereafter, unless and until such Lender notifies the Borro wers that
the circu mstances giving rise to such notice no longer apply, all such Eurodollar Loans by such Lender shall bear interest as Base Rate
Loans. If such Lender notifies the Borrowers that the circumstances giving rise to such notice no longer apply, the interest payable in respect
of each such Loan shall, subject to the requirements of this Agreement (including Sect ions 2.8 and 2.10), auto matically be co nverted to a
Eurodollar Loan in accordance with this Agreement, on the first day of the next succeeding Interest Period applicable to the related Eurodollar
Loans of other Lenders.

                  2.26       Termination or Reduction of Co mmit ments .

                 (a)      Any unutilized Construction Loan Co mmit ments shall be automat ically and permanently terminated on the earlier
of the Conversion Date and the Date Certain, in each case after giving effect to all Construction Loans, if any, to be made o n such day.

                 (b)     Any unutilized Term Loan Co mmit ments shall be automatically and permanently terminated on the earlier of the
Conversion Date and the Date Certain, in each case after giving effect to all Term Loans, if any, to be made on such day.

                   (c)       Any unutilized Construction Loan Co mmit ments and the corresponding Term Loan Co mmit ment may be
terminated or reduced, in whole or in part, by the Borrowers ’ Agent on a pro rata basis among all Lenders upon no less than thirty (30) days ’
prior written notice to the Administrative Agent and satisfaction of each of the conditions set forth in Section 5.32(b).

                                                                        21
                  (d)       The Pioneer Trail Construction Loan Co mmit ments shall be automat ically and permanently terminated in full if the
initial Borrowing of the Pioneer Trail Construction Loan has not occurred on or before February 29, 2008. The Buffalo Lake Co nstruction
Loan Co mmit ments shall be automat ically and permanently terminated in fu ll if the in itial Borrowing of the Buffalo Lake Construction Loan
has not occurred on or before February 29, 2008.

                   2.27         Alternative Projects . Each of the Lenders acknowledges that the Sponsor is currently contemplatin g the
complet ion of an in itial public offering of the Capital Stock of a Person which currently owns LLC Interests in the Sponsor f ollowing the
Signing Date. Upon the successful completion of such initial public offering and so long as no Default or Event of Defau lt shall have occurred
and be continuing, the Admin istrative Agent and each Lender agrees that upon written notice fro m the Borrowers ’ Agent, the Administrative
Agent and such Lender shall consider in good faith any request by the Borro wers ’ Agent to transfer its Co mmit ments hereunder to one or mo re
alternative ethanol projects then being developed by the Sponsor or any wholly -owned Subsidiary thereof. Any such transfer shall be subject to
(i) the consent of each Lender and the Administrative Agent, (ii) co mp letion by the Admin istrative Agent and each Lender of it s internal credit
approval and its business, legal, environ mental, tax, financial, technical and accounting due diligence in connection with su ch alternative
projects and the participants thereof and the Administrative Agent’s and the Lender’s satisfaction with the results thereof, (iii) t he preparation,
execution and delivery of all loan documentation and security documentation acceptable to the Administrative Agent and each o f the Lenders
(including any necessary amend ments to this Agreement and the other Financing Docu ments) and (iv) to the extent that any Loan s have been
extended under this Agreement, satisfaction of each of the conditions set forth in Section 5.32(b).

                   SECTION 3.           CONDITIONS PRECEDENT.

                   3.1        Conditions to Closing and Initial Construction Loans . The obligation of any Lender to make its in itial
Construction Loan shall be subject to the conditions precedent that each Lender shall have received, or shall have waived rec eipt of by a written
instrument signed by such Lender, the following, each of wh ich shall be in fo rm and substance satisfactory to each Lender, and that the other
conditions set forth below in this Section 3.1 shall have been satisfied or waived by each Lender by a written instrument sig ned by each
Lender:

                   (a)        Transaction Documents . (i) Each of the Financing Docu ments (other than the Term Notes) and each of the
following Project Docu ments shall have been duly authorized, executed and delivered by each party thereto: each Master Agreement, each
Corn Supply Agreement, each Ethanol Marketing Agreement, each Distillers Grains Market ing Agreement, each Grain Facility Lease, each UP
Consent, the Buffalo Lake Land Purchase Agreements, the Pioneer Trail Land Purchase Agreements, each EPC Contract, each Delta -T License
Agreement, each LLC Agreement, each TIC Indemnity Confirmation and each Pay ment and Performance Bond. Each Lender shall have
received an orig inal of each such Transaction Document to which it is a party (other than the Notes) executed by all part ies thereto and a copy
of each other such Transaction Document.

                                                                        22
                     (ii)      Each Lender shall have received a cert ificate of an Authorized Officer of each of the Borrowers, dated the Closing
Date, cert ifying that (A) each such Borro wer is not in default in the performance, observance or fulfillment of any of its ma terial obligations,
covenants or conditions contained in any of the Project Docu ments to which it is a party and delivered to the Lenders pursuan t to Section
3.1(a)(i) and, to the best of such Borrower’s knowledge, no Project Participant is in default in the performance, observance or fulfillment of any
of its material obligations, covenants or conditions contained therein, (B) each Project Docu ment delivered to the Lenders pu rsuant to Section
3.1(a)(i) is in full force and effect, (C) the copy of each Project Document del ivered to the Lenders pursuant to Section 3.1(a)(i) is true, correct
and complete and (D) except as delivered to the Lenders pursuant to Section 3.1(a)(i), there are no agreements, side letters or other documents
to which any Borrower is a party which have the effect of mod ifying or supplementing in any respect any of the respective rights or obligations
of the Borrowers or any Project Participant under any of such Project Docu ments.

                  (b)        Notes . Each of the Borrowers shall have duly authorized and executed two Construction Notes and a Working
Capital Note for the account of each Lender that has made a request therefor pursuant to Section 2.7(b). Each such Construction Note and
Working Capital Note shall be appropriately co mpleted with the name of the payee, the maximu m principal amount thereof and the date of
issuance (which shall be the Closing Date) inserted therein. Each Construction Note and Working Capital Note shall be delivered by the
Borro wers to the Admin istrative Agent. As soon as practicable after the Closing Date, the Administrative Agent shall deliver t he Construction
Notes and Working Capital Notes received by it pursuant to the preceding sentence to the respective payees thereof.

                   (c)       Funding of Cash Equity Contributions . (i) The Sponsor shall have made cash contributions to BFE Ho ldings in
an aggregate amount not less than $156,257,652 minus the net proceeds of the TIF Indebtedness actually received by Pioneer Trail on or prior
to the Closing Date. BFE Hold ings shall have made cash contributions to Opco in an aggregate amount not less than $156,257,652 minus such
net proceeds of the TIF Indebtedness actually received by Pioneer Trail on or prior to the Closing Date, of wh ich (i) an amou nt equal to not less
than $81,352,308 in respect of Bu ffalo Lake shall have been deposited into the Opco Equity Contribution Account; and (ii) an amount e qual to
not less than $74,905,344 in respect of Pioneer Trail minus such net proceeds of the TIF Indebtedness actually received by Pioneer Trail on or
prior to the Closing Date shall have been contributed as equity contributions to Pioneer Trail. A ll such contributions and proceeds in respect of
Pioneer Trail have been applied to the payment of Project Costs or deposited into the Pio neer Construction Account. On the Closing Date the
entire remaining balance of cash contributions in the Construction Account to which the initial Construction Loan relates sha ll be applied to the
payment of Project Costs along with the proceeds of such initial Construction Loan.

                  (ii)     The Sponsor shall have made in-kind equity contributions to BFE Hold ings in respect of the Voting Stock acquired
by Cargill in an amount reasonably valued to be not greater than $2,000,000, which in -kind equity contributions shall have been contributed by
BFE Ho ldings to Opco and further contributed by Opco to Pioneer Trail and Buffalo Lake as the case may be.

                   (iii)     Cargill shall have made cash and in-kind equity contribution to the Sponsor with the total amount of not less than
$9,500,000, wh ich shall be contributed by Sponsor to BFE Hold ings for onward contribution to the Borro wers as Equity Contribu tions and
which at all times shall be subject to the terms and conditions set forth herein.

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                  (d)        Charter Documents . Each Lender shall have received the following documents, each certified as indicated below:

                            (i)       a copy of the Charter Documents of each of the Bo rrowers, BFE Hold ings and the Sponsor as in effect on
the Closing Date, certified by the Secretary of the State of format ion or incorporation of such Person, and a certificate, wh ere available, as to
the good standing of and payment of franchise taxes by such Person from the Secretary of the State of formation or incorporatio n of such
Person, dated as of a date no earlier than 10 days prior to the Closing Date; and

                              (ii)     a certificate of an Authorized Officer o f each of the Borrowers, BFE Ho ldings and the Sponsor, dated the
Closing Date, certifying (A) that attached thereto is a true and complete copy of the Charter Docu ments of such Person, as in effect at all times
fro m the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equivalent body) or evidence of all
partnership, limited liab ility co mpany or corporate action, as the case may be, of such Person, authorizing the execution, deliv ery and
performance of the Transaction Documents to which such Person is or is intended to be a party, and that such resolutions have not been
modified, rescinded or amended and are in full fo rce and effect, and (C) as to the name, incu mbency and specimen signature of each officer of
such Person executing the Financing Documents to which such Person is intended to be a party and each other document to be delivered by
such Person from time to time in connection therewith (and the Secured Parties may conclusively rely on such certificate until t he
Admin istrative Agent receives a replacement cert ificate in the form described in this claus e (C) fro m such Person).

                  (e)        Independent Engineer’s Report and Market Consultants ’ Report .

                             (i)       Each Lender shall have received a report of the Independent Engineer, dated as of July 27, 2006, as to such
matters with respect to the Project as the Administrative Agent shall reasonably request, including the technical and economic feasibility of
each Plant, the ability of such Plant to meet regulatory and contractual requirements, the status of all Necessary Govern ment al Approvals for
such Plant, the reasonableness of the Construction Budget, the operating performance assumptions, the engineering design of t he Project, and
the adequacy and appropriateness of the Performance Tests, the Performance Guarantees, the Payment and Performance Bonds, the EPC
Contracts, the O&M Agreements and such other Project Docu ments as the Admin istrative Agent shall reasonably request.

                            (ii)       Each Lender shall have received reports of the Ethanol Market Consultant and Distillers Grains Market
Consultant, each of which shall be dated June 2006, as to such matters with respect to the Project as the Administrative Agent sh all reasonably
request, including the agricultural industry and the ethanol market.

                                                                         24
                   (f)        Govern mental Approvals . Each Lender shall have received orig inals (or copies cert ified by an Authorized Officer
of each of the Borrowers to be true and comp lete copies) of all Necessary Govern mental Approvals (other than the Necessary Govern mental
Approvals relating to the construction, installation, operation and maintenance of the Plant that is not the subject of the initial Construction
Loans) and, if requested, certified copies of all applications made for such Govern mental Approvals and all material corresponde nce received
or sent in respect of such applications; provided that with respect to Govern mental Approvals which cannot be obtained on or prior to the
Closing Date in the exercise of reasonable diligence (but wh ich are routinely obtainable and can be obtained at a later stage of construction,
after co mpletion of certain operations testing or after a period of operations), the Lenders shall have received satisfactory assurances that such
Govern mental Approvals will be obtained by the time when needed in connection with the construction or operation of the Proje ct.

                   (g)        Filings, Reg istrations and Recordings . The Ad min istrative Agent shall have received a UCC report as of a date
no less recent than seven (7) Business Days before the Closing Date, listing all effect ive financing statements that name any Bo rrower or BFE
Holdings as ―Debtor‖ and that are filed in the State of Delaware, Minnesota or Nebraska, together with copies of such financing
statements. Any document required to be filed, registered, notarized or recorded in o rder to create and perfect the Security Interests as first
priority Liens shall have been properly filed, registered, notarized or recorded in each office in each jurisdiction in which such filings,
registrations, notarizations and recordations are required, and any other action required in the judg ment of the Co llateral A gent (acting on
instructions of Admin istrative Agent) to perfect such Security Interests as such first priority Liens (including delivery of p ossession of any
original instrument or other documents or the grant of ―control‖ within the meaning of the Uniform Co mmercial Code to the Collateral Agent)
shall have been effected, and the Collateral Agent (on behalf of the Administrative Agent) shall have received acknowledgment copies or other
evidence satisfactory to it that all necessary filing, notarization, recording and other fees and all taxes and expenses related to such filings,
notarizations, registrations and recordings have been paid in full.

                  (h)         Pledge Agreements . Each Lender shall have received evidence satisfactory to such Lender that the Pledged
Securities required to be delivered to the Collateral Agent pursuant to each Pledge Agreement, together with such other documents as are
necessary to perfect the interests of the Secured Parties in and to the Co llateral covered thereby with the priority contemp lated therefor by each
Pledge Agreement have been delivered.

                   (i)         BFE Hold ings Certificates . Each Lender shall have received a certificate signed by an Authorized Officer of BFE
Holdings, dated the Closing Date, to the effect that (i) the representations and warranties of BFE Holdings set forth in the Transaction
Documents are true and correct in all material respects on and as of such date as if made on and as of such date (or, if stat ed to have been made
solely as of an earlier date, were true and correct as of such earlier date) and (ii) BFE Ho ldings is in co mpliance with in all mat erial respects all
of its agreements contained in any Transaction Document to which it is a party.

                   (j)        Sponsor Certificates . Each Lender shall have received a certificate signed by an Authorized Officer of the
Sponsor, dated the Closing Date, to the effect that (i) the representations and warranties of the Sponsor set forth in the Transaction Documents
are true and correct in all material respects on and as of such date as if made on and as of such date (or, if stated to have been made solely as of
an earlier date, were t rue and correct as of such earlier date) and (ii) the Sponsor is in comp liance with in all material re spects all of its
agreements contained in any Transaction Document to which it is a party.

                                                                           25
                  (k)         Financial Information, etc.

                            (i)        Each Lender shall have received copies of the most recent financial statements from each of the Borrowers,
BFE Ho ldings and the Sponsor, together with a cert ificate fro m the chief financial officer o r other Authorized Officer of suc h Person, dated the
Closing Date, to the effect that, to the best of such officer ’s knowledge, (A) such financial statements are true, co mplete and correct in all
material respects and (B) there has been no material adverse change in the financial condition, operations, Propertie s, business or prospects of
such Person since the date of such financial statements.

                           (ii)     To the extent that such other financial, business and other information regarding the Project Participants is
obtainable by any Borrower upon the exercise of its reasonable efforts, each Lender shall have received such information regarding the Project
Participants as each such Lender shall have reasonably requested.

                   (l)        Base Case Pro jections . Each Lender shall have received the Base Case Projections, which shall project (x) an
average Historical Debt Service Coverage Ratio fo r the period covered thereby commencing on June 30, 2008 of not less than 7. 00:1.00, and a
minimu m Historical Debt Serv ice Coverage Ratio for each full Operating Year du ring such period of not less than 4.50:1.00, and (y) a Ratio of
Debt to Total Pro ject Costs of no more than 0.60:1.00 at all t imes.

                 (m)       Process Agent . Each Lender shall have received a copy of a letter fro m CT Corporation System accepting its
appointment as process agent in New York fo r each of the Borro wers and BFE Ho ldings, in substantially the form of Exhib it C h ereto.

                  (n)        Legal Opin ions . Each of the Secured Parties shall have received original counterparts of the following legal
opinions, which legal opinions shall be dated the Closing Date and addressed to each such Secured Party:

                           (i)     A legal opinion of Chadbourne & Parke LLP, special New York counsel to the Borrowers, BFE Hold ings
and the Sponsor, in form, scope and substance satisfactory to each Secured Party.

                          (ii)      A legal opinion of McGrath North Mullin & Kratz, PC LLO, special Nebraska counsel to Borrowers, BFE
Holdings and the Sponsor, in form, scope and substance satisfactory to each Secured Party .

                           (iii)   A legal opin ion of Do rsey & Whitney LLP, special M innesota counsel to the Borrowers, BFE Hold ings
and the Sponsor, in form, scope and substance satisfactory to each Secured Party.

                                                                         26
                          (iv)    An opinion of Akin Gu mp Strauss Hauer & Feld LLP, counsel to Subordinated Lenders (other than Third
Point Management Co mpany, LLC, Daniel S. Loeb, Lawrence J. Bernstein and Todd Q. Swanson) and Greenlight APE, LLC, as agent of the
Subordinated Lenders, in form, scope and substance satisfactory to each Secured Party.

                          (v)     An opinion of Willkie Farr & Gallagher LLP, counsel to Third Point Management Co mpany, LLC, Daniel
S. Loeb, Lawrence J. Bernstein and Todd Q. Swans on, as Subordinated Lenders, in form, scope and substance satisfactory to each Secured
Party.

                           (vi)     An opinion of Bingham McCutchen LLP, counsel to the Collateral Agent, in form, scope and substance and
given by counsel satisfactory to each Secured Party.

                  (o)       Environ mental Matters . (i) Each Lender shall have received an environ mental report with respect to the Project,
which shall be dated June 2006, prepared by the Independent Engineer, with such scope as the Admin istrative Agent shall have requested.

                           (ii)      Each Lender shall have received an Environ mental Site Assessment Report with respect to each Plant.

                           (iii)     Each Lender shall have received an Environ mental Site Assessment Report with respect to the real
property which is the subject of the Buffalo Lake Grain Facility Lease and the Pioneer Lake Grain Facility Lease.

                  (p)        Acquisition of the Land . (i) Buffalo Lake shall have (A) acquired fee simple tit le of the Buffalo Lake Land (other
than the portion of Buffalo Lake Land as referred to in the Buffalo La ke Grain Facility Lease), free and clear of all Liens (other than the Liens
permitted under Sections 5.12(a), (c) and (e)), pursuant to: (1) the Option to Purchase Agreement dated August 25, 2005 by an d between
Kathleen M. Mosloski, Trustee of the Blossom Mary Spencer Irrevocable Trust dated December 31, 1996, and Kathleen M. Mo sloski, Trustee
of the James Bernard Spencer Irrevocable Trust dated December 31, 1996 (collectively ― Spencer ‖) and Cargill as assigned in the Assignment
and Assumption of Opt ion to Purchase Agreement dated June 30, 2006, by and between Cargill and Spencer; as subsequently amended and
assigned in the Amendment, Assignment, Assumption and Termination of Option to Purchase Agreement dated June 30, 2006, by and between
Spencer, Cargill and Buffalo Lake; (2) the Option to Purchase Agreement dated September 7, 2005, by and between Dorie J. Schwieger, a
single person, and Dorie J. Schwieger, as personal representative of the Estate of Robert A. Schwieger and Cargill, as assign ed in the
Assignment and Assumption of Option to Purchase Agreement dated June 30, 2006, by and between Cargill and BioFuel Energ y, LLC, a s
further assigned in the Assignment and Assumption of Option to Purchase Agreement, dated August 2, 2006, by and between BioFu el Energy,
LLC and Buffalo Lake; (3) the Option Agreement dated January 23, 2006, by and between CHS, Inc. and Cargill, as amended pursu ant to the
Amend ment to Option Agreement, dated February 24, 2006, by and between CHS, Inc. and Cargill, as assigned in the Assignment and
Assumption of Option Agreement, dated September 13, 2006, by and between Cargill and Bu ffalo Lake; and (4) a Develop ment Cont ract dated
September 23, 2005, by and between the Fairmont Economic Develop ment Authority, the City of Fairmont and Buffalo Lake (collectively, the
― Buffalo Lake Land Pu rchase Agreements ‖); and shall have caused the Buffalo Lake Mortgage(s) to be duly registered or recorded in
accordance with applicable Laws; and (B) acquired a leasehold interest in certain port ion of Buffalo Lake Land as referred to in the Buffalo
Lake Grain Facility Lease, free and clear o f all Liens (other than the Liens permitted under Sections 5.12(a), (c) and (e) he reof).

                                                                       27
                              (ii)     Pioneer Trail shall have (A) acquired fee simple title of the Pioneer Trail Land (other than the portion of
Pioneer Trail Land as referred to in the Pioneer Trail Grain Facility Lease) pursuant to: (1) the Sale and Purchase of Property Agreement dated
July 5, 2006, by and among Four-M Ltd. and Arlene Mettinbrink Life Estate and Pioneer Trail and (2) the Contribution Agreement to be
entered into prior to Closing Date by and between Carg ill and Pioneer Trail in form and substance satisfactory to the Administrative Agent and
each Lender (co llect ively, the ― Pioneer Trail Land Purchase Agreements ‖); (B) acquired a leasehold interest in certain portion of Pioneer Trail
Land as referred to in the Pioneer Trail Grain Facility Lease; and (C) acquired a negative easement and/or restrictive covenant interest in the
groundwater and surface water rights appurtenant to the portion of the Pioneer Trail Land as referred to in the Pioneer Trail Water Rights Deed
to be entered into prior to the Closing Date by and between Leisingers and Pioneer Trail, in form and substance satisfactory to the
Admin istrative Agent and each Lender, in each case, free and clear of all Liens (other than the Liens permitted under Section s 5.12(a), (c) and
(e) hereof).

                  (q)       Tit le Insurance; Survey. (i) Buffalo Lake shall have obtained (x) a mortgage policy of t itle insurance issued by
First American Title Insurance Company, in favor of the Co llateral Agent for the benefit of the Secured Part ies, together wit h such
endorsements as are reasonably requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative
Agent, in an amount not less than $109,332,147.25, that shall (A) insure the valid ity and priority of the Lien created und er the Buffalo Lake
Mortgage, (B) contain a pending disbursement provision satisfactory to the Administrative Agent and (C) be acco mpanied by such reinsurance
agreements as may be reasonably requested by the Administrative Agent (the ― Buffalo Lake Tit le Insurance Policy ‖); and (y) an
ALTA/ACSM survey of recent date of the Buffalo Lake Land, certified to the Co llateral Agent, the Title Insurance Co mpany and Buffalo
Lake, which survey shall be in form and substance satisfactory to the Administrative Agent a nd the Title Insurance Co mpany, and shall show
(A) as to the Buffalo Lake Plant site, the exact location and dimensions thereof, including the location of all means of acce ss thereto and all
easements relating thereto and (B) that the location of the Buffa lo Lake Plant does not encroach on or interfere with adjacent property or
existing easements or other rights (whether on, above or below ground) that can be located or plotted on the survey, and that there are no other
survey defects that are material in nature; and (C) no easements, rights-of-way or encumbrances, other than Permitted Liens.

                                                                        28
                             (ii)      Pioneer Trail shall have obtained (x) a mo rtgage policy of t itle insurance is sued by First American Title
Insurance Company, in favor of the Collateral Agent for the benefit of the Secured Parties, together with such endorsements a s are reasonably
requested by the Admin istrative Agent, in each case in form and substance satisfactory to the Admin istrative Agent, in an amount not less than
$100,667,852.75, that shall (A) insure the validity and priority of the Lien created under the Pioneer Trail Mortgage (except for the lien created
on the negative easement and/or restrictive covenant interest in the groundwater and surface water rights appurtenant to the portion of the
Pioneer Trail Land as referred to in the Pioneer Trail Water Rights Deed) and (B) contain a pending disbursement provision satisfactory to the
Admin istrative Agent and (C) be acco mpanied by such reinsurance agreements as may be reasonably requested by the Administrative Agent
(the ― Pioneer Trail Title Insurance Policy ‖); and (y) an ALTA/ACSM survey of recent date of the Pioneer Trail Land, certified to the
Collateral Agent, the Title Insurance Company and Pioneer Trail, which survey shall be in fo rm and substance satisfactory to the
Admin istrative Agent and the Title Insurance Co mpany, and shall show (A) as to the Pioneer Trail Plant site, the exact location and dimensions
thereof, including the location of all means of access thereto and all easements relat ing thereto and (B) that the location of the Pioneer Trail
Plant does not encroach on or interfere with adjacent property or existing easements or other rights (whet her on, above or below ground) that
can be located or plotted on the survey, and that there are no other survey defects that are material in nature; and (C) no easements,
rights-of-way or encu mbrances, other than Permitted Liens.

                   (r)        Fees . (i) On the date hereof, the Sponsor and the Borrowers shall have paid all fees, costs and charges payable by
them under the Fee Letters; (ii) on the date hereof the Borrowers shall have paid, or made arrangements satisfactory to the Administrative
Agent to pay, all the other fees, costs and charges payable by them under all the other Financing Docu ments, including the init ial f ees payable
by Borrowers in connection with Mezzanine Debt, on or prior to the Closing Date.

                   (s)       Mezzanine Debt Documents . Each of the Mezzanine Debt Docu ments shall have been executed and delivered by
each of the parties thereto.

               (t)       Information Memorandum . An Authorized Officer o f each of the Borrowers shall have certified that the
Information Memorandu m is true, co mplete and accurate in all material respects in accordance with the requirements of Section 4.19.

                 (u)         ―Know Your Customer‖ Requirements . Each of the Lenders and the Agents shall have received at least five (5)
Business Days prior to the Signing Date all documentation and other informat ion required by bank regulatory authorities under applicable
―know your customer‖ and anti-money-laundering ru les and regulations, including the Patriot Act.

                 (v)        Co mmencement of Work . Pioneer Trail shall have duly authorized and executed a Notice of Co mmencement in
recordable form with respect to the Pioneer Trail Land upon which the Pioneer Trail Plant will be located, prepared in accord ance with the
requirements of Nebraska Revised Statutes Section 52-145, and the EPC Contractor shall have commenced work under the Pio neer Trail EPC
Contract.

                   3.2        Conditions to First Borrowing for Each Plant . In addit ion to the conditions set forth in Section 3.1, the obligation
of any Lender to make its init ial Buffalo Lake Construction Loan or its initial Pioneer Trail Construction Loan, as the case may be, s hall be
subject to the conditions precedent that each Lender shall have received, or shall have waived receipt of by a written inst rument signed by such
Lender, the following, each of wh ich shall be in form and substance satisfactory to each Lender, and that the other condition s set forth below in
this Section 3.2 shall have been satisfied or waived by each Lender by a written instrument signed by each Lender:

                                                                         29
                     (a)     Transaction Documents . (i) Each of the Bu ffalo Lake Project Docu ments or the Pioneer Trail Pro ject
Documents, as the case may be, in respect of the Plant to which such initial Disbursement of such Construction Loan relates ( other than (A) the
Project Documents delivered to the Lenders pursuant to Section 3.1(i)1.); (B) the O&M Agreemen ts provided that forms of the O&M
Agreements, in form and substance satisfactory to the Admin istrative Agent and each Lender, shall be delivered by the Borro we rs’ Agent to the
Admin istrative Agent prior to the initial Disbursement of the Buffalo Lake Const ruction Loans or Pioneer Trail Construction Loans, as the case
may be; and (C) any Additional Pro ject Docu ments not then in existence) shall have been duly authorized, executed and deliver ed by each
party thereto. Each Lender shall have received an orig inal of each such Project Docu ment to which it is a party (other than the Notes) executed
by all part ies thereto.

                             (ii)      Each Lender shall have received a cert ificate of an Authorized Officer of each of the Borrowers, dated the
date of initial Disbursement of such Construction Loan, certifying that (A) each such Borrower is not in default in the performance, observance
or fulfillment of any of its material obligations, covenants or conditions contained in any of the Project Documents to which it is a party and, to
the best of such Borrower’s knowledge, no Project Participant is in default in the performance, observance or fulfillment of any of its material
obligations, covenants or conditions contained therein, (B) each such Project Docu ment is in fu ll force and effect, (C) the copy of each Project
Document delivered to the Lenders pursuant to Section 3.2(a)(i) is true, correct and co mplete and (D) except as delivered to the Lenders
pursuant to Sections 3.1(a)(i) and 3.2(a)(i), there are no agreements , side letters or other documents to which any Borrower is a party which
have the effect of modify ing or supplementing in any respect any of the respective rights or obligations of the Borro wers or any Pro ject
Participant under any of such Project Docu ments.

                    (b)       No Funding of Pro ject Cost Overruns . On the date of the init ial Disbursement of the Buffalo Lake Construction
Loan, the Administrative Agent shall have received (i) a certificate of an Authorized Officer of the Borro wers ’ Agent, together with all
necessary supporting information, certify ing that the Pioneer Trail Project Costs paid for by means of funds transferred fro m the Opco Equity
Contribution Account pursuant to the Account Agreement are not in excess of the amounts set forth in respect of such Pioneer Trail Project
Costs in the Construction Budget and (ii) a cert ificate of the Independent Engineer confirming such certificate of the Bo rrowers’ Agent. On the
date of the initial Disbursement of the Bu ffalo Lake Construction Loan, t he entire remaining balance of cash contributions in the Opco Equity
Contribution Account shall be transferred into the Buffalo Lake Construction Account and applied to the payment of Pro ject Co sts along with
the proceeds of such initial Buffalo Lake Construction Loan.

                  (c)        Insurance . Insurance comp lying with the provisions of Section 5.9 hereof shall be in full force and effect, and
each Lender shall have received a binder or certificates signed by the insurer or a broker authorized to bind t he insurer with respect to each
policy of insurance required to be in effect pursuant to Section 5.9 hereof evidencing such insurance (including the designat ion of the Collateral
Agent as loss payee thereunder to the extent required by Sect ion 5.9 hereof). The EPC Contractor shall have provided evidence satisfactory to
each Lender that insurance required to be provided by the EPC Contractor in accordance with the provisions of the EPC Contrac t to which such
initial Disbursement of the Construction Loan relates shall be in full force and effect. In addit ion, each Lender shall have received a report
fro m the Insurance Advisor as to such matters regarding the insurance coverage maintained with respect to the Project (includ ing insurance
required to be maintained by the EPC Contractor) as the Admin istrative Agent shall reasonably request, and a certificate fro m t he Insurance
Advisor dated the date of init ial Disbursement of such Construction Loan, certifying that all insurance policies required to be maintained (or
caused to be maintained) by the Borrowers pursuant to Section 5.9 hereof have been obtained and are in full force and effect on the date of
initial Disbursement of such Construction Loan, and such insurance policies comply in all respects with the requ irements of Section 5.9 hereof.

                                                                        30
                  (d)        Independent Engineer’s ―Bring Do wn‖ . Each Lender shall have received a ―bring down‖ fro m the Independent
Engineer, wh ich shall be dated as of a date which is no more than thirty (30) days prior to the date of such initial Disburse ment of such
Construction Loan, with respect to the report from the Independent Engineer provided pursuant to Section 3.1(e)(i).

                   (e)         Govern mental Approvals . Each Lender shall have received originals (or copies certified by an Authorized Officer
of the Borrowers’ Agent to be true and complete copies) of all Necessary Govern mental Approvals relat ing to or affect ing the Plant which is
the subject of such initial Disbursement of such Construction Loan and, if requested, certified copies of all applicat ions ma de fo r such
Govern mental Approvals and all material correspondence received or sent in respect o f such applications; provided that with respect to
Govern mental Approvals which cannot be obtained on or prior to the date of init ial Disbursement of such Construction Loan in the exercise of
reasonable diligence (but which are routinely obtainable and can be obtained at a later stage of construction, after co mpletion of certain
operations testing or after a period of operations), the Lenders shall have received satisfactory assurances that such Govern mental Approvals
will be obtained by the time when needed in connection with the construction or operation of the Project. Notwithstanding the foregoing, the
Lender shall have received copies of each of the Necessary Govern mental Approvals set forth on Schedule 3.2(e) relat ing to or affecting the
Plant wh ich is the subject of such initial Disbursement of such Construction Loans, and each such approval shall have been duly obtained a nd
shall be final, non-appealable and in fu ll force and effect.

                    (f)       Borrowers’ Certificate . Each Lender shall have received an orig inal counterpart of a certificate of an Authorized
Officer of each of the Borrowers, dated the date of such initial Disbursement of such Construction Loan, to the effect that: (i) th e
representations and warranties of such Borro wer contained in Section 4 hereof and the representations and warranties of the Borrowers
contained in each of the other Financing Documents to which the Bo rrowers is a party are true and correct in all material res pects on and as of
such date as if made on and as of s uch date (or, if stated to have been made solely as of an earlier date, were true and correct as of such earlier
date), (ii) all Financing Docu ments are in fu ll force and effect under the terms and conditions set forth in such Financing Documents and (iii)
no Default or Event of Defau lt has occurred and is continuing.

                   (g)         Cargill Cert ificates . Each Lender shall have received a certificate signed by an Authorized Officer of Cargill,
dated the date of such initial Disbursement of such Construction Loan, to the effect that (i) the rep resentations and warranties of Cargill set
forth in the Transaction Documents are true and correct in all material respects on and as of such date as if made on and as of such date (or, if
stated to have been made solely as of an earlier date, were true and correct as of such earlier date) and (ii) Cargill is in co mpliance with in all
material respects all of its agreements contained in any Transaction Document to which it is a party.

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                   (h)        EPC Contractor Certificates . Each Lender shall have received a cert ificate signed by an Authorized Officer of the
EPC Contractor, dated the date of such initial Disbursement of such Construction Lo an, to the effect that (i) the representations and warranties
of the EPC Contractor set forth in the Transaction Documents are true and correct in all material respects on and as of such date as if made on
and as of such date (or, if stated to have been made solely as of an earlier date, were true and correct as of such earlier date) and (ii) the EPC
Contractor is in co mp liance with in all material respects all of its agreements contained in any Transaction Document to whic h it is a party.

                   (i)         Delta-T Certificates . Each Lender shall have received a cert ificate signed by an Authorized Officer of Delta -T,
dated the date of such initial Disbursement of such Construction Loan, to the effect that (i) the rep resentations and warrant ies of Delta-T set
forth in the Transaction Documents are true and correct in all material respects on and as of such date as if made on and as of such date (or, if
stated to have been made solely as of an earlier date, were true and correct as of such earlier date) and (i i) Delta-T is in co mpliance with in all
material respects all of its agreements contained in any Transaction Document to which it is a party.

                  (j)        Intentionally Omitted .

                  (k)       Construction Budget . Each Lender shall have received the Construction Budget relating to the Plant to wh ich such
initial Disbursement of such Construction Loan relates.

                  (l)        Ut ilities . Each Lender shall have received an orig inal counterpart of a cert ificate of an Authorized Officer of each
of the Borrowers, dated the date of such initial Disbursement of such Construction Loan, to the effect that all utility services necessary for the
construction and operation of the Plant to which such initial Disbursement of such Construction Loan relates (including, without limitat ion,
gas, potable and raw water supply, storm, electric, telephone and sewage services and facilities) have been committed to such Plant (with a true
copy of binding agreements (if any) wh ich evidence the same) by appropriate utilities, authorities or other Persons, or are o therwise available to
the relevant Borro wer in the ordinary course of business, in each case on terms co nsistent with those reflected in the relevant Construction
Budget and the Base Case Projections.

                  (m)       Legal Opin ions . Each of the Secured Parties shall have received original counterparts of the following legal
opinions, which legal opinions shall be dated the date of such initial Disbursement of such Construction Loan and addressed to each such
Secured Party:

                           (i)     A legal opinion of Chadbourne & Parke LLP, special New York counsel to the Borrowers, BFE Hold ings
and the Sponsor, in form, scope and substance satisfactory to each Secured Party.

                                                                          32
                         (ii)      A legal opinion of McGrath North Mullin & Kratz, PC LLO, special Nebraska counsel to the Borro wers,
BFE Ho ldings and the Sponsor, in form, scope and substance satisfactory to each Secured Party.

                           (iii)   A legal opin ion of Do rsey & Whitney LLP, special M innesota counsel to the Borrowers, BFE Hold ings
and the Sponsor, in form, scope and substance satisfactory to each Secured Party.

                           (iv)     Opinion(s) of counsel(s) to each of Delta-T, each of which opinions shall be in form, scope and substance
and given by counsel satisfactory to each Secured Party.

                           (v)      An opinion of counsel to the EPC Contractor, in form, scope and substance and given by counsel
satisfactory to each Secured Party.

                            (vi)     An opinion of counsel to Carg ill,   in fo rm, scope and substance and given by counsel satisfactory to each
Secured Party.

                              (vii)  W ith respect to the initial Construction Loan relat ing to Pioneer Trail, the opinion specified in Section
5.13(d) relat ing to the TIF Indebtedness.

                            (viii)    With respect to Pioneer Trail, an opinion of special counsel to the Borro wers in Nebraska relating to water
allocation, which opin ion shall be in form, scope and substance and given by counsel satisfactory to each Secured Party.

                  (n)         Intentionally Omitted .

                 (o)        Rail Interconnection . Each Lender has received evidence that the Borrowers have made rail interconnections and
other arrangements with the Railroad as are necessary for the construction and operation of the Plant which is the subject of such initial
Construction Loan.

                  (p)       Co mmencement of Work . Each Lender shall have received evidence that the EPC Contractor shall have received
and accepted the ―Notice to Proceed‖ (as defined in the Pioneer Trail EPC Contract) and the ―Notice to Proceed‖ (as defined in the Buffalo
Lake EPC Contract) relating to the Plant to which such init ial Disbursement of such Construction Loan relates.

                     (q)      Environ mental Matters . (i) Each Lender shall have received a ―bring down‖ fro m the Independent Engineer,
which shall be dated as of a date which is no more than thirty (30) days prior to the date of such initial Construction Loan, with respect to the
report relat ing to environmental matters fro m the Independent Engineer provided pursuant to Section 3.1(o)(i).

                             (ii)       The Plant wh ich is the subject of such initial Construction Loan and such Project ’s design and operation
shall be in co mp liance with all applicab le Environ mental Laws in all material respects.

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                            (iii)     Each Lender shall have received a ―bring down‖ and reliance letter, such ―bringdown‖ and reliance letter
shall be dated as of a date which is no more than thirty (30) days p rior to the date of such initial Construction Loan, relating to t he
Environmental Site Assessment Report with respect to the Plant which is the subject of such initial Construction Loan provide d pursuant to
Section 3.1(o )(ii).

                            (iv)     Each Lender shall have received a ―bring down‖ and reliance letter, such ―bringdown‖ and reliance letter
shall be dated as of a date which is no more than thirty (30) days prior to the date of such initial Construction Loan, relat ing to t he
Environmental Site Assessment Report with respect to, as applicable, the real property which is the subject of the Buffalo Lake Grain Facility
Lease and the Pioneer Lake Grain Facility Lease provided pursuant to Section 3.1(o)(iii).

                  (r)      Material Adverse Effect . No event, occurrence or condition that has had, or would reasonably be expected to
have, a Material Adverse Effect shall have occurred and be continuing.

                     (s)      Lien Searches . The Administrative Agent shall have received co mpleted requests for information or lien search
reports, dated no more than seven (7) Business Days before the date of such Borrowing, listing all effective UCC financing st atements, fixture
filings or other filings evidencing a security interest filed in Delaware or the jurisdiction where the Plant for wh ich such Borrowing is requested
is located, and any other jurisdictions requested by the Administrative Agent that name any Borro wer or BFE Ho ldings as a debtor, together
with copies of each such UCC financing statement, fixture filing or other filings.

                   (t)       Confirmation of Conditions to First Disbursement . The Ad ministrative Agent shall have received a duly executed
certificate of an Authorized Officer of the Borrowers ’ Agent certify ing that the conditions set forth in Section 3.1 continue to be satisfied as of
the date of such Disbursement.

                   (u)          Archaeological Art ifacts and Artificial Underground Objects or Constructions . With respect to Pioneer Trail
Land only, the Admin istrative Agent shall have received a cert ified copy of the letter fro m the State of Nebraska certifying that there is no
historical archaeological art ifacts or art ificial underground objects or constructions in, on, underneath or adjacent to the Pioneer Trail Land
which could adversely impact the imp lementation schedule of the Pioneer Trail Plant in accordance with the Pioneer Trail EPC Contract or
could cause the cost to Borrowers of imp lementation of the Pioneer Trail Plant to increase.

                    3.3       In itial and Subsequent Construction Loans . The obligation of any Lender to make its init ial Construction Loan or
any subsequent Construction Loan on any Disbursement Date shall be subject to the conditions precedent that, both immediately prior to the
making of such initial Construction Loan and each such subsequent Construction Loan and also after giving effect thereto, unless (x) in the
case of the initial Construction Loans, such condition is waived by each Lender by a written instrumen t signed by each Lender, and (y) in the
case of any subsequent Construction Loan, such condition is waived by the Required Lenders by a written instru ment signed by the Required
Lenders:

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                   (a)        Construction Requisitions; Notices of Borrowing . (i) Not less than three Business Days prior to such
Disbursement Date, the Ad min istrative Agent shall have received (A) a Construction Requisition executed and delivered by an A uthorized
Officer of the Borro wers’ Agent in respect of the Disbursement of Construction Loans to be made on such Disbursement Date in the form
attached hereto as Exhibit D-1 and (B) a certificate of the Independent Engineer in respect of such proposed Disburse ment in the form attached
hereto as Exhib it D-2, in each case containing no exceptions or qualifications which are unsatisfactory to the Admin istrative Agent.

                            (ii)    The Administrative Agent shall have received a Not ice of Borrowing pursuant to an d in compliance with
Section 2 in respect of the Disbursement of Construction Loans on such Disbursement Date.

                   (b)         Rep resentations and Warranties . The representations and warranties of the Borrowers contained in Sect ion 4
hereof and the representations and warranties of any Borrower contained in any other Financing Docu ment to which any Borro wer is a party
shall be true and correct in all material respects on and as of such Disbursement Date as if made on and as of such date (or, if stated to have
been made solely as of an earlier date, were true and correct as of such date).

                 (c)       No Defau lt . No Defau lt or Event of Default shall have occurred and be continuing (before or after g iving effect to
the requested Disbursement).

                   (d)          Govern mental Approvals, etc. (i) All Necessary Govern mental Approvals which were not obtained by any
Borro wer o r any Pro ject Part icipant prior to the Closing Date but which under applicab le Law are required to be obtained prior to such
Disbursement Date shall have been duly obtained and shall be final, non -appealable and in full fo rce and effect; (ii) there shall have been no
change in any applicable Law, and no issuance of any order, writ, in junction or decree of any Govern mental Authority or arb itral tribunal,
which, in either such case, would reasonably be expected to have a Material Adverse Effect; and (iii) there shall have been n o proposed change
in or mod ification of any applicab le Law which is likely to be enacted and which if enacted could reasonably be expected to h ave a Material
Adverse Effect.

                      (e)       Material Adverse Effect . Fro m the date of the financial statements delivered purs uant to Section 3.1(k) hereof (or,
if later, fro m the last Disbursement Date), no event, occurrence or condition that has had, or could reasonably be expected t o have, a Material
Adverse Effect shall have occurred and be continuing.

                   (f)      Lit igation . No legal or arbit ral proceedings or investigations, or any proceedings by or before any Govern mental
Authority, shall be pending or, to the best knowledge of any Borrower, threatened against any Borrower or its Properties or r igh ts or, to the best
knowledge of any Borro wer, against any Project Part icipant or its respective Properties or rights, which could reasonably be expected to have a
Material Adverse Effect.

                  (g)        Construction Budget . Such Construction Loan shall be in accordance w ith the Construction Budget.

                                                                         35
                    (h)         Debt to Total Project Costs Ratio . The Administrative Agent shall have received, no later than three Business
Days prior to such Disbursement Date, a cert ificate fro m the Bo rrowers ’ Agent, dated as of the date of such Disbursement Date, demonstrating
that, after giving effect to the requested Disbursement, the Ratio of Debt to Total Project Costs of the Borrowers shall not be greater than
0.60:1.00.

                  (i)       Fees and Expenses . The Borro wers shall have paid or arranged for the payment when due (including, to the extent
permitted, arrangement for payment out of Disbursements) of all fees, expenses and other charges payable by it on or prior to such
Disbursement Date under this Agreement or under any other Financing Document.

                  (j)        Tit le Policy Endorsement . The Ad ministrative Agent shall have received a ―bring-down‖ endorsement to each
Title Insurance Policy to the Disbursement Date of such Construction Loans, insuring the continuing first priority of each Mo rtgage (subject
only to Permitted Liens) and otherwise in form and substance satisfactory to the Admin istrative Agent.

                 (k)       No Liens . Other than the Liens permitted under Section 5.12(a) hereof, there shall not have been filed against or
served upon any Borro wer with respect to the Project or any part thereof, notice of any Lien or claim of Lien wh ich has not been released by
payment or bonding or otherwise or which will not be released with the payment of the related obligation out of such Construc tion Loans.

                   (l)        Funds to Comp lete Construction . The undrawn Construction Loan Co mmit ments plus any amounts then on
deposit in the relevant Construction Account (other than Project Revenues deposited in such Construction Account, except to t he extent
permitted to be applied to Pro ject Costs pursuant to Section 5.21(g)) are reasonably expected to be sufficient to cover the aggregate unpaid
amount required to cause the Project Co mp letion Date to occur, in accordance with all applicable requirements of Law and the EPC Contracts,
prior to the end of the relevant Construction Loan Availab ility Period and to pay or provide for all anticipated non -construction costs, all as set
forth in the Construction Budget.

                 (m)       Other Documents . The Ad ministrative Agent shall have received such other statemen ts, certificates and
documents as it may reasonably request.

                 The acceptance of the proceeds of each Construction Loan shall constitute a certification by each of the Borrowers to the
Lenders confirming the satisfaction of the conditions set forth in clau ses (a) through (m) of this Section 3.3 upon the making of such
Construction Loan.

                   3.4        The Conversion Date . The occurrence of the Conversion Date shall be subject to the conditions precedent that the
Admin istrative Agent shall have received, or the Required Lenders shall have waived receipt (other than delivery of the Term Notes as
provided in this Section 3.4(a)) of by a written instrument signed by the Required Lenders, the following, each of which shall be in fo rm and
substance satisfactory to the Required Lenders, and that the other conditions set forth below in this Section 3.4 shall have been satisfied or
waived by the Required Lenders by a written instru ment signed by the Required Lenders. Each Term Note shall be delivered by the Borrowers
to the Administrative Agent. As soon as practicable after the Conversion Date, the Admin istrative Agent shall deliver the Term Notes received
by it pursuant to the preceding sentence to the respective payees thereof.

                                                                         36
                   (a)        Term Notes . Each Lender that has made a request therefor pursuant to Section 2.7(b ) shall have received orig inal
Term Notes in respect of the Term Loans made or maintained by it, duly co mpleted, executed and delivered by each of the Borrowers, each of
which shall (i) be dated the Conversion Date, (ii) mature on the Term Loan Maturity Date and (iii) bear interest as provided in Section 2.

                    (b)        Insurance . The Ad min istrative Agent shall have received a cert ified copy of the insurance policies required by
Section 5.9 hereof or cert ificates of insurance with respect thereto, together with evidence of the payment of all premiu ms t herefor, and a
certificate of the Insurance Advisor, certifying that insurance complying with Sect ion 5.9 hereof, covering the risks referred to therein, has been
obtained and is in full force and effect.

                   (c)           Govern mental Approvals . Except for those Necessary Govern mental Approvals identified on Part C to Schedule
4.6 as the Necessary Govern mental Approvals which are not required as of the Conversion Date and are not customarily obtain ed until a later
stage of operation of the relevant Plant, all Necessary Govern mental Approvals shall have been duly o btained, shall be final, non-appealable
and in full force and effect, and shall be free fro m conditions or requirements the compliance with wh ich could reasonably be expected to have
a Material Adverse Effect or which any of the Bo rrowers does not reasonab ly expect to be able to satisfy, and each Lender shall have received
a copy of each such Necessary Govern mental Approval not previously delivered to the Administrative Agent on the Closing Date and an
Officer’s Certificate cert ify ing that the conditions set forth in this Section 3.4(c) have been satisfied provided that with respect to such
Necessary Govern mental Approvals identified on Part C to Schedule 4.6, the Admin istrative Agent shall have received satisfactory assurances
that such Necessary Govern mental Approvals will be obtained by the time when needed in connection with the operation of the Pro ject.

                 (d)         Co mp letion Cert ificates . The Admin istrative Agent shall have received (i) an orig inal executed counterpart of the
Borro wers Co mpletion Cert ificate (the statements contained in which shall be true and correct in all material respects) and (ii) an original
executed counterpart of the Independent Engineer Co mpletion Cert ificate.

                  (e)        Project Co mplet ion Date . The Project Co mplet ion Date shall have occurred.

                    (f)       Officer’s Cert ificates . The Administrative Agent shall have received an orig inal counterpart of an Officer ’s
Cert ificate, dated the Conversion Date, to the effect that (i) the representations and warranties made by each of the Borro wers in Section 4
hereof and the representations and warranties made by each of the Borro wers in each of the other Financing Docu ments to which it is a party
are true and correct in all material respects on and as of the Conversio n Date with the same force and effect as if made on and as of such date
(or, if stated to have been made solely as of an earlier date, were true and correct as of such date) and (ii) no Defau lt or Event of Defau lt has
occurred and is continuing on the Conversion Date.

                                                                         37
                   (g)        Accounts . The Debt Serv ice Reserve Account shall each have been fully funded to the extent required under the
Account Agreement, includ ing the amount on deposit in or standing to the credit of the Debt Service Reserve Account which sha ll be no less
than fifty percent (50%) of the Required Debt Serv ice Reserve Amount.

                  (h)       Op inions . The Ad min istrative Agent shall have received original counterparts of such supplemental opinions of
counsel to the Borrowers as the Administrative Agent may reasonably request.

                 (i)       Operat ing Budget . The Borrowers shall have adopted an Operating Budget for the period fro m the Co mmercial
Operation Date through the end of the first Operating Year in accordance with Section 5.23(a).

                 (j)       Material Adverse Effect . There shall exist no other circu mstance, event or condition which has had or could
reasonably be expected to have a Material Adverse Effect.

                  (k)         Tit le Insurance; Survey . (i) The Borrowers shall have delivered the final ―bring-down‖ endorsement to each Title
Insurance Policy, in favor of the Collateral Agent, for the benefit of the Secured Part ies, together with such endorsements as are reasonably
required by the Admin istrative Agent, covering the aggregate principal amount of the Loans to be outstanding on the Conversion Date, in form
and substance satisfactory to the Admin istrative Agent, and insuring the continuing first priority of the Lien of the relevan t Mortgage (without a
mechanics’ or materialmen’s exception), subject only to Permitted Liens.

                  (ii)       The Borrowers shall have delivered to the Admin istrative Agent a final ―as-built‖ survey of the Buffalo Lake Land
and the Pioneer Trails Land, cert ified to the Collateral Agent, for the benefit of the Secured Part ies, t he Title Insurance Co mpany and the
Borro wers, updated to within thirty (30) days of the Conversion Date, showing the comp leted Project, wh ich survey shall be in form and
substance satisfactory to the Administrative Agent and the Title Insurance Co mpany, an d shall disclose no easements, rights -of-way or
encumbrances, other than Permitted Liens.

                 (iii)    The Borrowers shall have prepared and caused to be executed and recorded such amend ments to the Mortgages or
other confirmatory documents as may have been reasonably requested by the Administrative Agent in order to protect or confirm the lien of the
Mortgages on the Trust Property, as reflected in the final survey delivered pursuant to this Section 3.4(k).

                   (l)       No Liens . (i) Except for Liens permitted by Sections 5.12(a), (b), (c), (d), (e) and (f), there shall not have been
filed against or served upon any of the Borrowers with respect to any Plant or the Project or any part thereof notice of any Lien or claim o f Lien
which has not been released by payment or bonding or otherwise or wh ich will not be released with the payment of the related obligation out of
Construction Loans to be made on the Conversion Date and (ii) all applicab le filing periods for any such mechanics ’ and/or materialmen’s
Liens shall have expired; provided , however that the requirement referred to above in clause (ii) above shall not app ly in the event that the
Title Insurance Policies delivered pursuant to Section 3.4 (k) above insures against loss arising by reason of any mechanics or materialmen’s
Lien gaining priority over any Mortgage, and either (x) the Borrowers shall have delivere d to the Administrative Agent a bond or letter of
credit or other security acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Admin is trative Agent, in
the amount of all pay ments owed to any contractor, subcontracto r or any other Person performing work on the Pro ject pursuant to a Project
Document as to whom the filing periods for mechanics ’ and materialmen’s Liens have not expired, or (y) all such contractors, subcontractors
and other Persons performing work on the Pro ject shall have signed lien releases in the respective forms attached to the relevant Project
Document or otherwise in form and substance reasonably acceptable to the Administrative Agent.

                                                                        38
                  (m)       No Default . No Default or Event of Defau lt shall have occurred and be continuing (before or after giving effect to
the conversion of the Construction Loans on the Conversion Date).

                  (n)       Risk Management Policy and Co mmittee . The Risk Management Po licy shall have been adopted by the board of
managers of each of the Borrowers and approved by Administrative Agent in accordance with Sect ion 5.31 and the Risk Managemen t
Co mmittee shall have been appointed in accordance with the Risk Management Policy.

                   (o)      Other Docu ments . The Administrative Agent shall have received orig inal counterparts of such other statements,
certificates and documents as the Administrative Agent may reasonably request.

                  3.5         Working Cap ital Loans, Letters of Credit . The obligation of any Working Cap ital Lender to make any Working
Capital Loan shall and the obligation of each Letter of Credit Issuer to issue Letters of Cred it shall be subject to the cond itions precedent that,
both immed iately prior to the making of such Working Capital Loan or the issuance of such Letter of Cred it and also after giv ing effect thereto,
unless such condition is waived by the Working Cap ital Lenders by a written instrument signed by the Working Capital Lenders:

                 (a)        Not ices of Borrowing; Letter o f Credit Requests . The Admin istrative Agent shall have received (i) a Notice of
Borro wing pursuant to and in comp liance with Section 2 in respect of the Disbursement of Working Capital Loans or (ii) a Lett er of Cred it
Request pursuant to and in compliance with Section 2 in respect of the issuance of a Letter of Cre dit.

                    (b)        Rep resentations and Warranties . The representations and warranties of the Borrowers contained in Sect ion 4
hereof and the representations and warranties of any Borrower contained in any other Financing Docu ment to which any Borro wer is a party
shall be true and correct in all material respects on and as of the date of such Working Cap ital Loan or Letter of C redit as if made on and as of
such date (or, if stated to have been made solely as of an earlier date, were true and correct as of such date).

                  (c)        No Defau lt . No Defau lt or Event of Default shall have occurred and be continuing.

                   (d)         Reports . No later than three (3) Business Days before the date of any requested Working Capital Loan or Letter
of Credit, the Ad min istrative Agent shall have received a report fro m the Borrowers ’ Agent, dated as of the date of the requested Borro wing
and certified by the Borrowers, setting forth the working capital requirements to be funded by the requested Borrowing or Let ter of Credit.

                                                                         39
                     (e)        Cert ificates . The Administrative Agent shall have received, no later than three (3) Business Days before the date
of the requested Borrowing or Letter of Credit, a cert ificate fro m the Bo rrowers ’ Agent, dated as of the date of the requested Borrowing,
demonstrating that (i) the sum of (x) the total outstanding principal amount of Working Capital Loans plus (y) the principal amount of the
Letter of Credit Outstandings shall not exceed Five M illion Do llars ($5,000,000) during the period co mmencing on Mechanical Co mp letion of
the earlier to occur of the Pioneer Trail Plant and the Buffalo Lake Plant and ending on Provisional Acceptance of the such Plant or exceed Ten
Million Dollars ($10,000,000) during the period co mmencing on Provisional Acceptance of the earlier to occur of the Pioneer Trail Plant and
the Buffalo Lake Plant and ending on the Conversion Date and (ii) all the Project Revenues available to the Borro wers pursuan t to the Account
Agreement shall have been fully utilized fo r working capital purposes by the Borrowers in respect of any requested Borrowing or Letter of
Cred it prio r to the Provisional Acceptance of the earlier to occur of the Pioneer Trail Plant or the Buffalo Lake Plant.

                   (f)         Independent Engineer Cert ificate . In respect of any requested Borro wing or Letter of Cred it prio r to the
Provisional Acceptance of the earlier to occur of the Pioneer Trail Plant or the Buffalo Lake Plant, the Ad min istrative Agent shall have
received a certificate of the Independent Engineer in respect of such requested Borrowing or Letter of Cred it confirming that Mechanical
Co mplet ion for such Plant shall have occurred and the Independent Engineer has no reason to believe that Provisional Acceptan ce for such
Plant shall not occur within fo rty-five (45) days after the Guaranteed Provisional Acceptance Co mpletion Date (as defined in th e EPC Contract
relating to such Plant).

                 (g)        Material Adverse Effect . There shall exist no circu mstance, event or condition which has had or could reasonably
be expected to have a Material Adverse Effect.

                   (h)       Lit igation . No legal o r arb itral proceedings or investigations, or any proceedings by or before any Govern mental
Authority, shall be pending or to any Borrower ’s best knowledge, threatened against any Borro wer or its Propert ies or rights or, to the best
knowledge of any Borro wer, against any Project Part icipant or its respective Properties or rights, which could reasonably be expected to have a
Material Adverse Effect.

                  (i)       Fees and Expenses . The Borro wers shall have paid or arranged for the payment when due (including, to the extent
permitted, arrangement for payment out of Disbursements) of all fees, expenses and other charges payable by it on or prior to the date of such
Working Capital Loan or Letter of Credit under this Agreement or under any other Financing Document.

                   (j)       No Liens . There shall not have been filed against or served upon any Borrower with respect to the Project or any
part thereof, notice of any Lien or claim of Lien which has not been released by payment or bonding or otherwise.

                                                                        40
                   SECTION 4.             REPRESENTATIONS, WA RRA NTIES AND A GREEM ENTS.

                    In order to induce each of the Lenders to enter into this Agreement and to make the Loans and to issue (or participate in) th e
Letters of Credit, each Bo rrower makes the following representations, warranties and agreements as of the date hereof and as of any other date
(or if stated to have been made solely as of an earlier date, as of such earlier date) on wh ich such representations, warrant ies and agreements are
stated to be made pursuant to any Financing Document or any other document delivered thereunder, all of which shall survive t he execution
and delivery of this Agreement and the Notes and the making and continuance of the Loans and the issuance of the Letters of C redit:

                   4.1         Organization . Each of the Borro wers is a limited liab ility co mpany duly organized, valid ly existing and in good
standing under the laws of the State of Delaware. Each of the Borrowers is duly authorized and qualified to do business and is in good standing
in the State of Nebraska (in the case of Pioneer Trail) and the State of Minnesota (in the case of Buffalo Lake) and each jurisdiction in wh ich it
owns or leases Property or in wh ich the conduct of its business requires it to so qualify, except where the failure to so qua lify could not have a
Material Adverse Effect. Each of the Borro wers has the requisite limited liability co mpany power and authority to own or lease and operate its
Properties, to carry on its business (including with respect to the Project), to borrow money, to create the Security Interests as contemplated by
the Security Docu ments to which it is a party and to execute, deliver and perform each Transaction Document (including, witho ut limitation,
the Notes) to which it is or will be a party.

                   4.2         Authority and Consents . (a) The execution, delivery and performance by each Borrower of each Financing
Document to wh ich it is or will be a party, and the transactions contemplated by the Financing Docu ments: (i) have been duly authorized by all
necessary limited liability co mpany action (including any necessary Member action); (ii) will not breach, contravene, violate, conflict with or
constitute a default under (A) any of its Charter Docu ments, (B) any applicable Law or (C) any contract, loan, agreement, ind enture, mortgage,
lease or other instrument to which it is a party or by which it or any of its Properties may be bound or affected, including a ll Go vernmental
Approvals and the Transaction Documents; and (iii) except for the Liens created by the Security Documents, will not result in o r require the
creation or imposition of any Lien upon or with respect to any of the Properties of such Borrower.

                   (b)       Each Financing Document (i) has been duly executed and delivered by the Borro wer that is a party thereto and (ii)
when executed and delivered by each of the other parties thereto will be the legal, valid and binding obligation of such Borr ower, enforceable
against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable ban kruptcy,
insolvency, moratoriu m or other similar Laws affect ing the enforcement of creditors ’ rights generally and (B) the application of general
principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

                   (c)         No authorization, consent or approval of, or notice to or filing with, any Govern mental Authority or any oth er
Person has been, is or will be required to be obtained or made (i) for the due execution, delivery, recordation, filing or pe rformance by each
Borro wer o f any of the Financing Docu ments to which it is a party or any transaction contemplated by the Finan cing Document s, (ii) for the
grant by each Borrower, or the perfection and maintenance, of the Liens contemplated by the Security Docu ments to which it is a party
(including the first prio rity nature thereof) or (iii) fo r the exercise by the Collateral Age nt or any other Secured Party of any of its rights under
any Financing Docu ment or any remedies in respect of the Collateral pursuant to the Security Documents, except for the author izations,
consents, approvals, notices and filings listed on Schedule 4.2, all o f which have been duly obtained, taken, given or made and are in full force
and effect.

                                                                           41
                   4.3          Capitalization; Indebtedness; Investments . (a) Schedule 4.3(i) contains a true and complete list of all of the
authorized and outstanding LLC Interests of each Borrower by class, all co mmit ments by the Members to make cap ital contribu tions to such
Borro wer and all capital contributions previously made by the Members to such Borrower. All of the LLC Interests of each Borrower have
been duly authorized and validly issued and are fully paid and nonassessable. None of such LLC Interests have been issued in violation of any
applicable Law. Except as set forth in Schedule 4.3a., each Borrower is not a party or subject to, does not have outstanding and is not bound
by, any subscriptions, options, warrants, calls, agreements, preemptive rights, acquisition rights, redemption rights or any other rights or claims
of any character that restrict the transfer of, require the issuance of, or otherwise relate to any shares of its LLC Interes ts. The LLC Interests of
each Borro wer are owned beneficially and of record by the Persons set forth in Schedule 4.3(a). Except for the Liens created by the Pledge
Agreements, there is no Lien on any of the LLC Interests of any Borrower, and no Borrower has been notified of the assignment of all or any
part of the Members’ Investments in such Borrower other than the assignment in favor of the Co llateral Agent pursuant to the Pledge
Agreements.

                  (b)       As of the Closing Date, (i) no Borro wer has any Indebtedness of any nature, whether due or to become due,
absolute, contingent or otherwise other than Indebtedness permitted b y Section 5.13, and (ii) no Borro wer holds any Investments other than
Investments permitted by Section 5.15.

                  4.4         Financial Condition .

                    (a)      The Bo rrowers’ Agent has delivered to the Admin istrative Agent the following financial state ments, each of which
has been certified by the principal financial o fficer of the Borrowers ’ Agent, the audited (if available) or otherwise unaudited consolidated
financial statements of the Sponsor as at and for the period ended on June 30, 2006 p repared in accordance with GAAP. Such financial
statements fairly present the financial condition of the Sponsor as at such dates and the results of its operations for the p eriods ended on such
dates, subject, in the case of interim statements, to normal year -end audit adjustments.

                  (b)        No Borro wer has any material outstanding obligations or liabilities, fixed or contingent, except as disclosed in the
financial statements described in (a) above. Since the date of the last audited financial statements described in (a) above, no event, condition or
circu mstance exists or has occurred which has resulted in or would reasonably be expected to result in a material adverse cha nge in the
financial condition, operations or business of the Borrowers fro m that set forth in such financial statements, and no event or condition has
occurred which would reasonably be expected to have a Material Adverse Effect.

                                                                          42
                   4.5         Litigation; Labor Disputes . There is no action, suit, other legal proceeding, arb itral proceeding, inquiry or
investigation pending or, to the best of the Borrowers ’ knowledge, threatened, by or before any Govern mental Authority or in any arbitral or
other forum, nor any order, decree or judgment in effect, pending, or, to the best of the Borrowers ’ knowledge, threatened, (a) against or
affecting any of the Borrowers or any of its Properties or rights, or (b) to the best of such Borrower ’s knowledge, against or affecting any
Project Participant or any of its Properties or rights, that, in the case of this clause (b), (i) relates to the Project, any of the Transaction
Documents or any of the transactions contemplated thereby, or (ii) has, or if adversely de termined, would reasonably be expected to have, a
Material Adverse Effect. There are no ongoing, or, to the best knowledge of the Borro wers, currently threatened, strikes, collective slowdowns
or work stoppages by (i) the employees of the EPC Contractor that either relate to the Pro ject, any of the Transaction Documents or any of the
transactions contemplated thereby, or has or would reasonably be expected to have a Material Adverse Effect, o r (ii) the emp loyees of the
Borro wers or the Operator.

                  4.6         Govern mental Approvals .

                     (a)     A ll Govern mental Approvals necessary in connection with (i) the due execution and delivery of, and performance
by each Borrower and, to the best knowledge of any Borro wer (after due inquiry), each Pro ject Part icipant of their respective obligations and
the exercise of their respective rights under, the Transaction Documents to which they are party, (ii) the legality, validity and binding effect or
enforceability thereof and (iii) in the case of Govern mental Ap provals to be obtained by or on behalf of Borro wer, and, to Borrower’s
knowledge (after due inquiry), any other Project Participant, the acquisition, ownership, construction, installation, operation and maintenance
of the Project as contemplated by the Transaction Documents and in order to conduct its business generally and maintain its existence
(collect ively, the ― Necessary Govern mental Approvals ‖), are set forth in Schedule 4.6 hereto and, except for those set forth in Part B or Part C
of Schedule 4.6 hereto, have been duly obtained or made, were valid ly issued, are in fu ll force and effect, are final and not subject to any
pending modification by any Governmental Authority or appeal, are held in the name of the appropriate Bo rrower (except as spe cifically
indicated in such Schedule) and are free fro m conditions or requirements the compliance with wh ich would reasonably be expect ed to have a
Material Adverse Effect or wh ich the appropriate Borrower does not reasonably expect to be able to satisfy. No event has occurred that would
reasonably be expected to (A) result in the revocation, termination or adverse modification of any such Necessary Govern menta l Approval or
(B) adversely affect any rights of any Borrower (or, as applicab le, any Project Participa nt) under any such Govern mental Approval.

                   (b)        The Necessary Govern mental Approvals set forth in Part B and Part C of Schedule 4.6 hereto are not required fo r
the current stage of installation and construction or operation of the Project and are not customarily obtained until a later stage of installation
and construction or after operation of the relevant Plant has commenced. None of the Borro wers has any reason to believe that any Necessary
Govern mental Approvals which are not required to have been obtained by the Borrowers as of the date of this Agreement, but which will be
required in the future (including those set forth in Part B and Part C of Schedule 4.6 hereto), will not be granted in due co urse prior to the time
when needed free fro m conditions or requirements which the appropriate Borrower does not reasonably expect to be able to satisfy or
compliance with which would reasonably be expected to have a Material Adverse Effect.

                                                                         43
                   (c)      The information set forth in each applicat ion submitted by or on behalf of any Borro wer in connection with each
Necessary Govern mental Approval and in all co rrespondence sen t by or on behalf of the appropriate Borro wer in respect of each such
application is accurate and comp lete in all material respects.

                 (d)     The Plants, if installed, constructed, owned and operated in accordance with the Plans and Specifications a nd the
Transaction Documents, will conform to and co mply in all material respects with all covenants, conditions, restrictions and r equirements in all
Necessary Govern mental Approvals, in the Transaction Documents applicable thereto and under all zoning, e nvironmental, land use and other
Laws applicable thereto.

                  4.7         Use of Proceeds .

                  (a)      The proceeds of the Construction Loans will be used to pay Project Costs in accordance with the provisions of this
Agreement and the Account Agreement. The proceeds of the Working Capital Loans will be used for the working capital purp oses of the
Borro wers to pay Operation and Maintenance Expenses.

                  (b)     No Borro wer is engaged principally, or as one of its impo rtant activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying Marg in Stock and no part of the proceeds of any Loa n will be used to
purchase or carry any Margin Stock.

                 (c)       Neither the making of any Loan nor the use of the proceeds thereof will v iolate or be inconsistent with the
provisions of Regulation U or Regulation X.

                   4.8        ERISA . Neither any Bo rrower nor any ERISA Affiliate of any Borrower has or has ever maintained or
contributed to (or has or has ever had an obligation to contribute to) any Plan or Mult iemployer Plan.

                  4.9        Taxes .

                   (a)       Each Borrower has timely filed with the appropriate taxing authority all Un ited States federal and s tate income tax
returns, and all other tax and informat ional returns, statements, forms and reports for taxes (the ― Returns ‖) wh ich are required to be filed by or
with respect to the income, Properties or operations of such Borrower. The Returns accurately reflect in all material respects all liab ilit ies for
taxes of each Borro wer for the periods covered thereby. Each Borrower has paid all taxes due pursuant to such Returns or otherwise payable
by such Borrower, except such taxes, if any, as are being contested in good faith and by proper proceedings and as to which adequate reserves
have been provided in accordance with GAAP. There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best
knowledge of the Borro wers, threatened by any authority regarding any taxes relat ing to any Borro wer. No Bo rrower has entered into any
agreement or waiver or been requested to enter into any agreement or waiver extending any statute of limitations relat ing to the payment or
collection of taxes of such Borrower, or is aware of any circu mstances that would cause the taxable years or other taxab le periods of suc h
Borro wer not to be subject to the normally applicable statute of limitations. None of the Bo rrowers is treated as an association taxable as a
corporation for Un ited States federal, state and local income tax purposes, and income o f each Borrower is treated and taxed as income of the
Members for Un ited States federal, state and local inco me tax purposes. All material taxes that each Borrower is (or was) required by Law to
withhold or co llect in connection with amounts paid or owing to any emp loyee, independent contractor, creditor, owner or othe r third party
have been duly withheld or collected and have been timely paid over to the proper authorities.

                                                                         44
                  (b)        As of the Signing Date and the Closing Date, there is no liability for any tax payable on or prior to such date by any
Borro wer as a result of the execution, delivery or performance of this Agreement or any other Financing Document to wh ich it is a party which
has not been paid in full.

                  4.10     Investment Co mpany Act . None of the Borrowers is an ―investment company,‖ or an ―affiliated person‖ of, or
―promoter‖ or ―principal underwriter‖ for, an ―investment co mpany,‖ as such terms are defined in the Investment Co mpany Act of 1940, as
amended. Neither the making of any Disbursement, nor the application of the proceeds or repayment thereof by any Borro wer, nor the
consummation of the other transactions contemplated hereby will violate any provisions of such Act or any rule, regulation or o rder of the U.S.
Securities and Exchange Co mmission thereunder.

                  4.11       [Intentionally Omitted.]

                  4.12       Tit le; Security Docu ments .

                   (a)       Buffalo Lake (i) will upon payment of the amounts payable by it under the Buffalo Lake EPC Contract, own and
have good and marketable tit le to the Buffalo Lake Plant and (ii) o wns and has good and marketable title to the Buffalo Lake Land, except for
the part of the Buffalo Lake Land subject to the Buffalo Lake Grain Facility Lease in which it owns a valid leasehold interest in each case free
and clear of all Liens other than Permitted Liens.

                   (b)      Pioneer Trail (i) will upon payment of the amounts payable by it under the Pioneer Trail EPC Contract, own and
have good and marketable tit le to the Pioneer Trail Plant and (ii) o wns and has good and marketable tit le to the Pioneer Trail Land, except for
the (A) part of the Pioneer Trail Land subject to the Pioneer Trail Grain Facility Lease in which it owns a valid leasehold interest and (B) the
land subject to the Pioneer Trail Water Rights Deed in which it holds a valid negative easement and/or restrictive covenant interest in the
groundwater and surface water rights appurtenant to such land, in each case free and clear of all Liens other than Permitted Liens.

                    (c)       Each Borrower has good and marketable t itle to all of the Property purported to be owned by it, free and clear o f all
Liens, other than Permitted Liens, and holds such title and all of such Property in its own name and not in the name of any nominee or other
Person. Each Borrower is lawfully possessed of a valid and subsisting leasehold estate in and to all Property which it purports to le ase, free and
clear of all Liens, other than Permitted Liens, and holds such leaseholds in its own name and not in the name o f any nominee or other
Person. No Borro wer has created, nor is it contractually bound to create, any Lien on or with respect to any of its assets, Properties, rights or
revenues, except for Permitted Liens, and, except for this Agreement, no Borro wer is restricted by contract, Law or otherwise from creating
Liens on any of its Properties.

                                                                         45
                (d)     A ll Property owned, leased or otherwise used by Buffalo Lake is located in the State of Minnesota other than the
Accounts, any Margin Account and the rolling stock which is the subject of the Buffalo Lake Rail Car Leas e Agreement.

                (e)     A ll Property owned, leased or otherwise used by Pioneer Trail is located in the State of Nebraska other than the
Accounts, any Margin Account and the rolling stock which is the subject of the Pioneer Trail Rail Car Lease Agreement.

                (f)     All Property owned, leased or otherwise used by Opco is located in the State of Colorado other than the Accounts
and any Margin Account.

                   (g)        The provisions of the Security Documents are effective to create, in favor of the Co llateral Agent, for the benefit of
the Secured Parties, legal, valid and enforceable Liens on or in all of the Collateral intended to be covered thereby, and, o n or prior to the
Closing Date, all necessary recordings and filings have been made (or record able copies of the Security Docu ments have been delivered to and
accepted by the Title Insurance Co mpany) in all necessary public offices and all other necessary and appropriate action (including delivery of
possession of any original instrument or other documents or the grant of ―control‖ within the meaning of the Un iform Co mmercial Code to the
Collateral Agent) has been taken so that the Liens created by each Security Docu ment constitute perfected Liens on or in the Collateral
intended to be covered thereby, prior and superior to all other Liens, and all necessary consents to the creation, effectiveness, priority and
perfection of each such Lien have been obtained. No mortgage or financing statement or other instrument or recordation covering all or any
part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Secured Part ies or in respect of
Permitted Liens.

                  4.13       Env iron mental Matters .

                   (a)       Each Borrower has complied and is now co mp lying in all material respects with (i) all Environmental Laws
applicable to the Pro ject and (ii) the requirements of any Govern mental Approvals issued under such Environ mental Laws with r espect to the
Project.

                    (b)      There are no facts, circu mstances, conditions or occurrences regarding the Project that (i) to the knowledge of any
Borro wer (after due inquiry), could reasonably be anticipated to form the basis of an Environ mental Claim against the Project , any Borrower,
the EPC Contractor or the Operator or, to the best knowledge of any Bo rrower, any other Person occupying or conducting operat ions on or
about the Land which if adversely determined could reasonably be expected to have a Material Adverse Effect, (ii) could reasonably be
anticipated to cause the Land to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law
or (iii) to the knowledge of any Borro wer (after due inquiry) could be reasonably anticipated to require the filing or recording o f any notice or
disclosure document under any Environ mental Law (other than those described in Schedule 4.6 hereto).

                                                                         46
                   (c)       There are no past, pending, or, to the best knowledge of any Borro wer, threatened, Environmental Claims against
(i) any Bo rrower or the Project, or (ii) to the best knowledge of any Borrower, the EPC Contractor or the Operator or any oth er Person
occupying, using, or conducting operations on or about the Land, wh ich, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.

                  (d)      Except as set forth on Schedule 4.13 and except as could not reasonably be expe cted to have a Material Adverse
Effect, Hazardous Materials have not at any time been generated, used, treated, recycled, stored on, or transported to or fro m, o r Released,
deposited or disposed of on all or any portion of the Land other than in comp liance at all times with all applicab le Environ mental Laws.

                 (e)      Except as set forth on Schedule 4.13, there are not now and, to the knowledge of any Borrower, never have been
any underground storage tanks located on the Land, there is no asbestos contained in, forming part of, or contaminating any part of the Project
and no polychlorinated biphenyls (PCBs) are used, stored, located at or contaminate any part of the Project.

                  (f)      No Borrower is aware of any groundwater contamination on the Land.

                  (g)     Copies of all environ mental studies regarding the Project and/or the Land of wh ich any Borrower is aware have
been delivered to the Admin istrative Agent.

                  4.14      Subsidiaries . Buffalo Lake and Pioneer Trail have no Subsidiaries and neither Person beneficially owns any
Capital Stock or other ownership interest of any other Person. Opco has no Subsidiaries other than Buffalo Lake and Pioneer Trail and does
not beneficially own any Cap ital Stock or other ownership interest of any other Person.

                   4.15      Intellectual Property . Each Borro wer o wns or has the right to use all patents, trademarks, permits, service marks,
trade names, copyrights, franchises, formu las, licenses and other rights with respect thereto, and has obtained assignment of all licenses and
other rights of whatsoever nature necessary for the Pro ject and the operation of its business as currently contemplated without any conflict with
the rights of others. No product, process, method, substance, part or other material sold or employed or presently contemplated to be sold by or
emp loyed by any Borrower in connection with its business infringes or will infringe any patent, trademark, permit, service mark, trade name,
copyright, franchise, formu la, license or other intellectual p roperty right.

                    4.16      Pro ject Docu ments and Other Material Docu ments . (a) Except for services, materials or rights that can
reasonably be expected to be available on co mmercially reasonable terms at the time required, the Project Documents constitute all contracts,
agreements, side letters, leases, powers of attorney or other instruments or documents that are necessary for (i) the construction, comp letion,
operation and ownership of the Project, or (ii) the conduct of the business of the Borrowers as contemplated by the Transaction
Documents. Each Project Document has been duly authorized, executed and delivered by each Borrower to which it is a party, is in fu ll force
and effect and is binding upon and enforceable against such Borrower in accordance with its terms. Each Borrower, and to the best of its
knowledge, each Project Participant, is in co mp liance in all material respects with the terms and conditions of the Project Documen ts to which
it is a party. No event has occurred that would reasonably be expected to (1) result in an event of default under, or a material b reach of, any
Project Document, by any Borrower, (2) result in the revocation, termination or adverse modification of any Pro ject Docu ment by a Project
Participant or (3) adversely affect the rights of any Borro wer under any Project Document to which it is a party as a result of any act or
omission of such Borro wer. To the best knowledge of the Borrowers, no event has occurred that would reasonably be expected to (1) result in
the revocation, termination or adverse modification of any Pro ject Docu ment by any Borro wer or (2) adversely affect the rights of any
Borro wer under any Project Document to wh ich it is a party as a result of any act or o mission of a Project Participant.

                                                                        47
                  (b)         A ll representations and warranties of the Borrowers and, to the Borrowers ’ knowledge, the other parties thereto,
contained in the Project Docu ments are true and correct in all material respects (except to the extent that any such repres entation or warranty is
expressed to be made only as of an earlier date, in wh ich case such representation or warranty was true and correct in all ma terial respects on
and as of such earlier date).

                   (c)       A ll conditions precedent to the obligations of the respective parties under the Project Docu ments have been
satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the
construction or operation of the Project, and the Borrowers have no reason to believe that any such conditions precedent cannot be satisfied
prior to the time when such conditions are required to be met pursuant to the applicable Project Docu ments.

                  (d)        Except as set forth on Schedule 4.16, as of the Closing Date, the Borrowers are not party to any agreement or
contract other than (i) any Transaction Document and (ii) any agreement where the aggregate cost or value of the goods and se rvices to be
acquired or provided by the Borro wers pursuant thereto or where the aggregate liability of the Borrowers thereunder would exceed $150,000
annually, provided that the aggregate cost, value or liability of all such agreements collectively would not exceed $800,000 on an annual
basis. As of the Closing Date, each of the Pro ject Docu ments consists only of the original docu ment (including exhib its and schedules) and the
amend ments thereto expressly described in the relevant definitions appearing in Appendix A hereto, and there are no other ame ndments or
waivers or supplements, written or oral, with respect thereto. The Admin istrative Agent has received a true and complete copy of each Project
Document, including all exh ibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any. None of the Pro ject
Documents has been amended or modified except as permitted under this Agreement.

                  4.17       No Default . No Default or Event of Default has occurred and is continuing.

                   4.18       Co mp liance with Laws . No Borrower is in v iolat ion in any material respect of any Law, Govern mental Approval,
order, writ, injunction or decree or its Charter Docu ments.

                                                                         48
                     4.19      Disclosure . (a) A ll documents, reports or other written in formation pertain ing to the Borro wers or the Pro ject that
have been furnished to the Admin istrative Agent by or on behalf of the Borro wers (including (i) any application to any Lender for the
extensions of credit provided for in the Financing Docu ments, (ii) the Financing Docu ments, including the exh ibits and schedules attached
thereto, (iii) all other information relating to the Borrowers or the Project provided by the Borrowers to the Admin istrative Agent and (iv) the
Information Memorandu m), the Sponsor or any Affiliate thereof, but excluding the Base Case Projections, the Construction Budg et and other
forecasts and projections), taken as a whole, are true and correct in all material respects and do not contain any material misstatement of fact or
omit to state a material fact or any fact necessary to make the statements contained herein or therein not materially mislead ing. There is no
fact, event or circu mstance known to the Borro wers that has not been disclosed to the Administrative Agent in writ ing, the existence of which
would reasonably be expected to have a Material Adverse Effect.

                   (b)       The Construction Budget accurately specifies all costs and expenses incurred and the Borrowers ’ best estimate of a ll
costs and expenses anticipated by the Borrowers to be incurred to construct and finance the construction of the Plants and to implement the
Project in the manner contemplated by the Transaction Documents. The Construction Budget and the Base Case Pro jections (including the
estimates contained in the Base Case Project ions of taxes payable by any Borrower as a result of the execution, deliver or pe rformance of this
Agreement or any other Transaction Document to which it is a party (including sales tax on the Bu ffalo Lake EPC Contract) or the
consummation of the transactions contemplated hereby or thereby) (i) are, as of the Closing Date, based on reasonable assumpt ions as to all
legal and factual matters material to the estimates set forth therein, (ii) as of the Closing Date, are consistent with the provisions of the
Transaction Documents in all material respects, (iii) have been prepared in good faith and with due care and (iv) fairly repr esent the Borrowers’
reasonable expectations as to the matters covered thereby as of their date. All project ions and budgets to be furnished to the Lenders by or on
behalf of the Borrowers after the Closing Date (A) will be based on reasonable assumptions as to all legal and factual matters material to the
estimates set forth therein, (B) will be consistent with the provisions of the Transaction Documents in all material respects, (C) will be prepared
in good faith and with due care and (D) will fairly rep resent the Borrowers ’ reasonable expectations as to the matters covered thereby as of
their respective dates.

                   4.20      Immun ity . Each Borrower is subject to civil and commercial law with respect to its Obligations under the
Financing Docu ments, and the execution, delivery and performance of the Financing Documents by the Borrowers constitute priva te and
commercial acts rather than public or govern mental acts. Neither the Borrowers nor any of their Properties has any immun ity from suit, court
jurisdiction, attachment prior to judgment, attach ment in aid of execution of a judgment, set -off, execution of a judgment or fro m any other
legal process with respect to the Obligations of the Borro wers under the Financing Docu ments.

                   4.21       Utilities, etc. All utility services, means of transportation, facilit ies and other materials necessary for the
construction, installation and operation of the Plants (including, without limitation, gas, electrical, potable and raw water supply, storm,
telephone and sewage services and facilities, as necessary) are or will be available to the Project when necessary for construction, operations
testing and start-up of each Plant and, to the extent necessary or desirable, arrangements have been made on commercially reasonable terms for
such services, means of transportation, facilit ies and other materials, in each case on terms consistent with those reflected in the Construction
Budget and the Base Case Projections.

                                                                          49
                   4.22      Transactions with Affiliates . As of the Closing Date, other than the Project Docu ments, no Borrower has engaged
or agreed to engage in any transactions (including any transactions relating to the buying or selling of any Properties or an y pro ducts of the
Project or involving the receipt of money as payment for goods or services) with any Affiliate of any Bo rrower.

                  4.23       Pro ject Co mp letion Date; Project Costs . (a) As of the Closing Date, the Borrowers estimate, in good faith, that
the Buffalo Lake Co mmercial Operation Date will occur no later than the Buffalo Lake Guaranteed Provisional Acceptance Date, that the
Pioneer Trail Co mmercial Operat ion Date will occur no later than the Pioneer Trail Guaranteed Provisional Acceptance Date, th at the Project
Co mplet ion Date will occur no later than the Date Certain and that the aggregate proceeds of the Loans, together with the aggregate Equity
Contributions made by the Members, will be sufficient to achieve the Pro ject Co mp letion Date.

                  (b)      As of the Closing Date, except as s et forth in the definit ion of ―EPC Contracts‖ or except as permitted pursuant to
Section 5.25(b), no Scope Change Order has been proposed and no Scope Change Order is being contemp lated for proposal in t he future by
any Borrower, or, to the best knowledge of the Borrowers, by the EPC Contractor.

                   4.24       Sing le-Purpose Entity . No Borro wer has engaged in any business other than the development of the
Project. Opco has established offices in the State of Colo rado, and does not have a place of business in any other location. Bu ffalo Lake has
established offices in the State of M innesota, and does not have a place of business at any other location. Pioneer Trail has established offices
in the State of Nebraska, and does not have a place of business at any other location.

                   SECTION 5.           COVENANTS.

                  Each Borro wer covenants and agrees with each of the Lenders that, so long as any Commit ment, any Loan, any Letter of
Cred it, any Unpaid Drawing or any other Obligation is outstanding and until payment in full o f all amounts payable by the Bor rowers under the
Financing Docu ments:

                 5.1        Financial Statements and Other Information . The Borro wers shall deliver or cause to be delivered to the
Admin istrative Agent and, upon reasonable request of any Lender, to such Lender:

                   (a)        Quarterly Financial Statements . As soon as available and in any event within forty-five (45) days after the end of
each quarterly fiscal period of each of the Borrowers. BFE Hold ings and the Sponsor, a copy of the complete unaudited, consolidated
statements of income, retained earnings and cash flow of each of the Bo rrowers, BFE Hold ing and the Sponsor, and the related unaudited,
consolidated balance sheet of each of the Borro wers, BFE Ho ldings and the Sponsor as at the end of such period, setting forth in each case in
comparative form the corresponding figures for the corresponding period in the preceding fiscal year, if any, acco mpanied by a certificate of an
Authorized Officer of the relevant Bo rrower, BFE Hold ings or the Sponsor, as applicable, wh ich certificate shall state that said financial
statements fairly present the financial condition and results of operations of the relevant Borrower, BFE Hold ings or the Spo nsor, as applicable,
in accordance with GAAP, consistently applied, as at the end of, and for, such periods (subject to normal year-end audit adjustments);

                                                                        50
                  (b)        Intentionally Omitted .

                   (c)        Annual Financial Statements . As soon as available and in any event within one hundred and twenty (120) days
after the end of each fiscal year of each of the Borro wers, BFE Ho ldings and the Sponsor a copy of the complete audited, cons olidated
statements of income, retained earnings and cash flow of each of the Bo rrowers, BFE Hold ings and the Sponsor, and the related audited,
consolidated balance sheet of the Borrowers, BFE Hold ings and the Sponsor as at the end of such year and any related audit le tter, setting forth
in each case in comparat ive form the corresponding figures for the preceding fiscal year, and accompanied by an unqualified opinion thereon of
Delo itte & Touche USA LLP, in the case of the Borrowers, Deloitte & Touche USA LLP, in the case of the BFE Ho ldings and Delo itte &
Touche USA LLP, in the case of the Sponsor, or such other firms of independent certified public accountants of recognized national standing as
may be acceptable to the Required Lenders, which opinion shall state that said financial statements fairly p resent the financial condition and
results of operations of the appropriate Borrower, BFE Hold ings or the Sponsor, as applicable, as at the end of, and for, suc h fiscal year in
accordance with GAAP, and a cert ificate of accountants to the Borrowers stating that, in making the examination necessary for their opinion,
they obtained no knowledge, except as specifically stated, of any Default or Event of Defau lt;

                   (d)       Officer’s Cert ificate . At the time the Borrowers furnish each set of financial statements pursuant to Section 5.1(a)
or (c) above, an Officer’s Certificate to the effect that no Default or Event of Default has occurred and is continuing (or, if any Default or Event
of Defau lt has occurred and is continuing, describing the same in reasonable detail and describing what action the Borrowers have taken and
proposes to take with respect thereto);

                  (e)        Financial Covenants . On or prior to each Calculation Date, a calculation of:

                           (i)       the Historical Debt Service Coverage Ratio for the period ending as of such Calculat ion Date;

                           (ii)      the Prospective Debt Service Coverage Ratio for the period co mmencing as of such Calculation Date; and

                           (iii)     the Ratio of Debt to Total Project Costs as of such Calculat ion Date;

certified by an Authorized Officer of each of the Borro wers, together with supporting data in reasonable detail;

                                                                        51
                   (f)       Defau lts . Pro mptly after any officer or director o f any Borrower knows or has a reasonable basis to believe that
any Default or Event of Defau lt or any default by any Pro ject Part icipant under any Project Document has occurred, a written notice of such
event describing the same in detail satisfactory to the Administrative Agent and, together with such notice, a description of what action such
Borro wer o r such Project Participant has taken and proposes to take with respect thereto;

                  (g)        Progress Reports . Pro mptly upon receipt thereof, each Monthly Progress Report (as defined in the EPC
Contracts);

                    (h)       Operat ing Reports . As soon as available and in any event within ten (10) Business Days after the end of each
fiscal quarter of the Borrowers, an operating report with respect to the Project for such quarter, which report shall (i) correspond to the items
and classifications and periods set forth in the applicable Operat ing Budget and shall show all Pro ject Revenues, all expenditures for Operation
and Maintenance Expenses, the aggregate ethanol and distiller’s grain output of the Project and a reasonably detailed accounting of the use of
any amounts transferred to any Borrower fro m the Operating Account and (ii) be certified as comp le te and correct by an Authorized Officer of
each Borro wer, wh ich certificate shall also state that the Operation and Maintenance Expenses reflected therein co mplied with t he requirements
contained in Section 5.23(d) hereof, or, if any such certifications cannot be given, shall state in detail any necessary qualifications to such
certifications;

                  (i)        Notices . Pro mptly after delivery or receipt thereof, a copy of each material notice, demand or other
communicat ion given or received by any Borrowe r (i) pursuant to or relating to any of the Transaction Documents (including all requests for
amend ments or waivers) o r pursuant to or relating to any Necessary Governmental Approval, or (ii) to or fro m any Govern mental Authority
relating in any way to the Pro ject;

                   (j)       Environ mental Reports . Within sixty (60) days after the end of each year, a report summarizing the environmental
performance of each Plant over the preceding year, which report shall include narrative summaries of (i) the results of any environmental
monitoring or sampling activity, (ii) accidents having an impact on the environment or resulting in the loss of life, (iii) e nviron mental
deficiencies identified by any Govern mental Authority and (iv) any non -compliance with Environ mental Laws and any remed ial actions taken
with respect thereto; and

                   (k)       Change of Specifications . The Borrowers’ Agent shall pro mptly, but in any event no later than thirty (30)
Business Days after any officer or d irector obtains knowledge thereof, g ive the Administrative Agent notice of the adoption of any Law after
the date hereof, which could be expected to result in a generally -adopted change in the quality specifications used for the sale of the ethanol in
the United States.

                   (l)        Other Informat ion . Fro m time to time such other informat ion regarding the financial condition, operations,
business or prospects of any Borro wer, any Plant or the Project or, to the extent obtainable b y any Borrower upon the exercise of its reasonable
efforts, any Project Participant, as may be reasonably requested by the Administrative Agent.

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                     5.2       Other Notices . Each Bo rrower shall p ro mptly, but in any event no later than ten (10) Business Days after any
officer or d irector obtains knowledge thereof, g ive to the Admin istrative Agent notice of:

                  (a)      any pending or threatened application or proceeding by or before any Govern mental Authority for the purpose of
revoking, terminating, withdrawing, suspending, modifying or withholding any Necessary Governmental Approval;

                 (b)      any lit igation or proceeding affecting any Borrower, BFE Hold ings, the Sponso r, any Plant or the Pro ject in which
the amount involved is Two Hundred and Fifty Thousand Dollars ($250,000) or mo re or in which injunctive, declaratory or similar relief is
requested;

                 (c)       any lit igation, investigation or proceeding affecting any Project Part icipant wh ich if adversely determined would
reasonably be expected to have a Material Adverse Effect;

                    (d)      the discovery of any Hazardous Materials on the Land or any other co ndition that could give rise to a material
violation of or liability under any Environ mental Law o r of any Environmental Claim against or affecting any Borrower, any Pl ant or the
Project;

                 (e)     any request by a Project Participant for an arb itration proceeding under any Project Docu ment in which the amount
involved is Two Hundred and Fifty Thousand Dollars ($250,000) or mo re or in which injunctive, declaratory or similar relief is requested;

                    (f)      any (i) Taking, or (ii) other casualty, damage or loss to any Property of any Borrower, whether or not insured,
through fire, theft, other hazard or event, in excess of Two Hundred and Fifty Thousand Dollars ($250,000) for any one casualty or loss or One
Million Dollars ($1,000,000) in the aggregate in any calendar year;

                (g)      any delay fo r more than seven (7) consecutive days for any reason in the construction of any Plant or the Project
and any unscheduled shutdown or reduction in operation of any Plant, or any substantial labor d ispute which could lead to such a shutdown or
reduction;

                  (h)       any actual, proposed or threatened cessation or suspension of the Work for any reason by the EPC Contractor for a
period in excess of 48 hours;

                    (i)      any event constituting force majeure under any of the Project Documents or any claim by any Pro ject Part icipant
alleg ing that a force majeure event thereunder has occurred;

                  (j)       any event that would reasonably be expected to result in a reduction in the water allocation of any Bo rrower fo r the
operation of the Project; and

                  (k)       any other event, circu mstance, development or condition wh ich would reasonably be expected to have a Material
Adverse Effect.

                  Each notice pursuant to this Section 5.2 shall be acco mpanied by a statement signed by an Authorized Officer of the
Borro wers’ Agent setting forth a description in reasonable detail of the occurrence referred to therein and stating what action the Borr owers
propose to take with respect thereto.

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                    5.3         Maintenance of Existence; Conduct of Business . Each Borro wer shall (a) preserve and maintain its legal
existence as a limited liab ility co mpany under the laws of Delaware, and all o f its material licenses, rights, privileges and franchises necessary
for the maintenance of its existence as a limited liability company (and shall duly pay and discharge all franchise, reg istration and other similar
taxes and fees before they become overdue or before any period of grace, if any, related thereto has expired), and co mply, in all material
respects, with its Charter Documents, (b) engage solely in the business of constructing, owning, operating and maintaining the Project and
performing its obligations pursuant to the Transaction Documents to which it is a party, (c) not cancel, terminate, permit th e cancellation or
termination of, amend, modify or change any material terms or conditions of, or g rant any material consent, waiver or approval under, or take
or fail to take any other action that would impair the value of the interest or impair the rights of such Borrower under, any of its Charter
Documents and (d) not take any action or fail to take any action that would cause such Borrower to be subject to (i) any taxe s or (ii) any
obligations under any agreements or arrangements with respect to any taxes.

                    5.4          Co mpliance with Laws . Each Borro wer shall conduct its business in comp liance with all applicable requirements
of Law, including all relevant Govern mental Approvals and Environ mental Laws, except where any failure to comp ly could not in dividually or
in the aggregate have a Material Adverse Effect, and except that such Borrower may, at its expense, contest by appropriate proceedings
conducted in good faith the validity or application of any such requirement of Law, so long as (a) none of the Secured Part ie s or any Borrower
would be subject to any criminal liab ility for failure to comp ly therewith, (b) all proceedings to enforce such requirement o f Law against the
Secured Parties, any Borro wer, any Plant, the Project or any part thereof shall have been duly stayed and (c) suc h contest does not involve any
risk of the sale, forfeiture or loss of any of the Collateral with an aggregate value of Two Hundred and Fifty Thousand Dolla rs ($250,000) or
more.

                   5.5         Pay ment of Taxes, Etc. Each Borro wer shall duly pay and discharge before they become overdue or before any
period of grace (permitting payment without interest or penalty), if any, related thereto has exp ired (a) all taxes, assessme nts and other
governmental charges or levies imposed upon it or its Property, inco me or profits, (b) all utility and other governmental charges incurred in the
ownership, operation, maintenance, use, occupancy and upkeep of its business and (c) all lawful claims and obligations that, if unpaid, might
result in the imposition of a Lien upon its Property; provided , however , that such Borrower may contest in good faith any such tax,
assessment, charge, levy, claim or obligation and, in such event, may permit the tax, assessment, charge, levy, claim o r obligation to remain
unpaid during any period, including appeals, when such Borrower is in good faith contesting the same by proper proceedings, so long as (i)
adequate cash reserves shall have been established in accordance with GAAP with respect to any such tax, assessment, charge, levy, claim or
obligation, accrued interest thereon and potential penalties or other costs relating thereto, or other adequate provision for payment thereof
which shall be satisfactory to the Administrative Agent shall have been made, (ii) such contest does not in volve any risk of the sale, forfeiture
or loss of any of the Collateral with an aggregate value of Two Hundred and Fifty Thousand Dollars ($250,000) or mo re and (ii i) en forcement
of the contested item shall be effectively stayed.

                                                                         54
                  5.6        Accounting and Financial Management . Each Borro wer shall (a) maintain adequate management informat ion and
cost control systems, (b) maintain a system of accounting in which full and correct entries shall be made of all financial transactions and the
assets and business of such Borro wer in accordance with GAAP and (c) pro mptly deliver to the Administrative Agent a copy of a ny
―management letter‖ or other similar co mmunication received by such Borrower fro m such Borrower’s accountants relating to such Borro wer’s
financial, accounting and other systems, management or accounts. In the event that any Borrower replaces its existing auditors for any reason,
the Borrowers shall appoint and maintain as auditors another firm of independent public accountants, which firm shall be natio nally recognized
and approved by the Required Lenders.

                  5.7         Inspection . (a) Each Borrower shall permit, and cause the Operator to permit, at the expense of the Borrowers,
representatives of the Administrative Agent, the Lenders and the Independent Engineer, with reasonable advance notice, during normal
business hours and at such intervals as such Person shall desire, to visit and inspect the Project or any pa rt thereof and to witness and verify the
Performance Tests, to examine, copy and make ext racts fro m its (and the Operator’s) books and records, to inspect the Properties of any
Borro wer, and to discuss the business and affairs of any Borrower with its (and the Operator’s) officers and engineers, all to the extent
reasonably requested by the Admin istrative Agent, any Lender or the Independent Engineer (as the case may be). Each Borro wer will authorize
its auditors (whose fees and expenses shall be for the account of such Borrower) to co mmunicate directly with the officers and designated
representatives of the Administrative Agent, each Lender and the Independent Engineer at any reasonable time and upon prior w ritten notice to
such Borro wer, regarding its accounts and operations.

                   (b)        Each Borrower shall permit the Ad min istrative Agent, the Independent Engineer and any other consultant engaged
by the Administrative Agent to review (i) all Plans and Specifications, (ii) any quality control data and performance test da ta and (iii) any other
data relating to the Project or to the progress of construction as may be reasonably requested by the Administrative Agent, the Independent
Engineer o r such other consultant. Further, each Borro wer shall permit the Admin istrative Agent, the Independent Engineer and any other
consultant engaged by the Administrative Agent to monitor, witness and review the Work.

                  (c)      Each Borrower shall g ive timely notice of, and permit the Administrative Agent, the Independent Engineer, and any
other consultant engaged by the Admin istrative Agent for such purpose to attend, (i) all Project construction progress review meetings held by
any Borrower or its agents or representatives and (ii) any and all Performance Tests or other performance tests of any Plant or any component
thereof (whether any such test is to be conducted on or off the Plant site).

                  (d)      Notwithstanding anything to the contrary herein or in any other Transaction Document, no act or o mission of any
Agent, any Lender or the Independent Engineer or any other consultant engaged by any Lender shall in any way (i) affect the o bligations of the
Borro wers, the EPC Contractor or any other Person under any Transaction Document or any other contract relating to the EPC Contracts, (ii)
be deemed to be the acceptance of any defective work performed by the EPC Contractor or any other Person under any EPC Contra ct, or (iii)
be deemed to be a waiver of any rights against the EPC Contractor or any other Person under any EPC Contract or otherwise.

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                  5.8         Govern mental Approvals .

                  (a)       Each Borrower shall (i) fro m time to time obtain and maintain, and co mply in all material respects with, all
Necessary Govern mental Approvals as shall now or hereafter be required under applicable Laws, (ii) cause the Plants and the P roject to be duly
constructed, comp leted and operated in all material respects in accordance with all applicable Laws and (iii) intervene in and co n test any
proceeding which seeks or may reasonably be expected, to rescind, terminate, adversely modify or suspend any Necessary Gov ernmental
Approval and, if reasonably requested by the Required Lenders, appeal any such rescission, termination, modificat ion or suspension in the
manner and to the full extent permitted by applicable Law ( provided that the obligations of the Borrowers under this Section 5.8 shall not in
any way limit or impair the rights or remedies of the Secured Parties under any Financing Docu ment direct ly or indirectly arising as a result of
any such rescission, termination, modificat ion or suspension).

                    (b)      W ith respect to the Water Appropriation Permit fro m the Minnesota Department of Natural Resources (― DNR ‖),
Buffalo Lake shall (i) install a nest of observation wells near the production wells to the satisfaction of the DNR before No vember 30, 2006;
(ii) conduct a risk assessment to address the potential for do mestic well interference and address any at risk wells identified du ring that exercise
to the satisfaction of DNR on or before January 31, 2007; (iii) install observation wells to monitor outlying water level fluctuations to the
satisfaction of DNR on or before February 28, 2007; and (iv) obtain the final Water Appropriation Permit fro m DNR on or befor e March 15,
2007. Buffalo Lake shall provide to the Administrative Agent evidence of the completio n of each of the tasks in items (i) - (iv) of this
paragraph in form reasonably satisfactory to the Admin istrative Agent within three (3) Business Days of the deadlines set for th in each such
task.

                  5.9        Insurance . Each Borro wer shall maintain or cause to be maintained in full force and effect at all times on and
after the Closing Date (unless otherwise specified in Appendix C) and continuing throughout the term of this Agreement (unles s otherwise
specified in Appendix C) insurance coverages for the Project meeting the requirements set forth in Appendix C.

                  5.10        Events of Loss and Project Document Claims .

                  (a)       If an Event of Loss shall occur with respect to any Collateral, each Borrower shall (i) diligently pursue all its rights
to compensation against any Person with respect to such Event of Loss and (ii) cause all Loss Proceeds (other than any Loss P roceeds fro m an
Event of Loss relating to any Property that is the subject of a Grain Facility Lease) to be deposited in the Loss Proceeds Account pursuant to
the Account Agreement. To the extent that any such Loss Proceeds are paid to any Borrower, such Loss Proceeds shall be held in trust for the
Collateral Agent for the benefit of the Secured Parties segregated from other fu nds of the Borrowers, and the Borrowers shall cause such Loss
Proceeds to be deposited in the Loss Proceeds Account as contemplated above as promptly as practicable.

                                                                         56
                  (b)      The Co llateral Agent (acting on the instruction of the Administrative Agent) shall be entitled to participate in any
compro mise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance or in res pect of any
proceeding with respect to any Taking of Property of any Borro wer.

                    (c)       If any Borrower shall have a Project Document Claim against any Project Participant, the Borro wers shall (i)
diligently pursue all their rights to compensation against such Project Part icipant with respect to such Project Docu ment Claim, (ii) cause all
amounts received in respect of any such Project Docu ment Claim to be deposited in the Project Document Claims Account pursuan t to the
Account Agreement and (iii) apply the proceeds of any such Project Docu ment Claim to the prepayment of the Loans on the Principal Pay ment
Date next fo llo wing the receipt of the proceeds of such Project Docu ment Claim in accordance with Section 6.3(a). To the exte nt that any such
amounts are paid to any Borro wer, such amounts shall be held in trust for the Collateral Agent for the benefit of the Secured Parties segregated
fro m other funds of the Borrowers, and the Borrowers shall cause such amounts to be deposited in the Project Docu ment Claims Account as
contemplated above as promptly as practicable.

                     (d)       If any Borrower shall have a claim for Delay Liquidated Damages against any Project Participant, the Borro wers
shall (i) d iligently pursue all their rights to Delay Liquidated Damages against such Project Participant, (ii) cause all amounts received in
respect of any such Delay Liquidated Damages to be deposited in the Project Revenues Collection Account pursuant to the Accou nt Agreement
and (iii) apply the proceeds of any such Delay Liquidated Damages to the payment of Pro ject Costs (other than any Mezzan ine Debt
Payments). To the extent that any such amounts are paid to any Borrower, such amounts shall be held in trust for the Co llater al Agent for the
benefit of the Secured Parties segregated fro m other funds of the Borro wers, and the Borro wers shall cause such amounts to be deposited in t he
Project Revenues Collect ion Account as contemplated above as promptly as practicable.

                    5.11      Application of Loss Proceeds . (a) If an Event of Loss shall occur with respect to any Collateral, the Borrowers
shall cause the Net Available A mount of any Loss Proceeds (other than any Loss Proceeds from an Event of Loss relating to any Property that
is the subject of a Grain Facility Lease) to be applied to the prepayment of the Loans on the next Principal Pay ment Date which is at least 30
days after the receipt of such proceeds in accordance with Sect ion 6.3(b); p rovided that, with the consent of the Required Lenders, the
Borro wers shall be permitted to apply such proceeds to the payment of the costs of Restoring the portion of the Project that was the subject of
such Event of Loss; and provided further that, so long as no Default or Event of Default shall then exist, if such p roceeds are $5,000,000 or
less, the Borrowers shall be permitted (without the consent of the Required Lenders) to apply such proceeds to the payment of the costs of
Restoring the portion of the Project that was the subject of such Event of Loss (and such p roceeds shall be delivered to the Borrowers in
accordance with Section 4.13 o f the Account Agreement). If any Loss Proceeds are to be applied to the payment of Restoration costs pursuant
to the preceding sentence, the Net Available A mount of such Loss Proceeds shall be remitted to the appropriate Borrower fro m time to time as
the Restoration Work progresses and shall be applied by such appropriate Borro wer to the payment of the costs of Restoration, such remittance
to be made pursuant to the terms of the Account Agreement and subject to the follo wing conditions:

                                                                        57
                           (i)      in the opinion of the Independent Engineer, the Net Available A mount of the Loss Proceeds (together with
all other funds reasonably expected to be available to the applicab le Borro wer) is sufficient to Restore the affected Plant and t o pay all
Operation and Maintenance Expenses and Debt Service during the period of time required to Restore each affected Plant;

                             (ii)     the Restoration Work shall be supervised by an architect or engineer (who may be an emp loyee of any
Borro wer o r an Affiliate or of the Operator) and, before any Restoration Work is co mmenced, other than temporary Restoration Work to
protect property or to prevent interference with business, the Admin istrative Agent (acting on the instructions of the Required Lender s) and the
Independent Engineer shall have approved the plans and specifications for the Restoration Work, it being understood that after giving effect to
the completion of such proposed Restoration Work, the Project shall be at least equal in value and utility to the Project prior to the damage or
destruction;

                            (iii)    each request for payment shall be made by the delivery, at least three (3) Business Days ’ prior to the
proposed payment date, of a Restoration Requisition to the Depositary Agent (with a copy to the Administrative Agent), accomp anied by a
certificate signed by the supervising architect or engineer and, if the Net Available A mount of Loss Proceeds initially deposited into the Los s
Proceeds Account with respect to such Event of Loss exceeded $15,000,000, a certificate signed by an Authorized Officer of th e Independent
Engineer, in each case concurring with the statements made in such Restoration Requisition;

                            (iv)   no Pro ject Docu ment or Necessary Govern mental Approval in effect immed iately prior to the Event of Loss
giving rise to such Loss Proceeds shall have been canceled unless replaced in a manner satisfactory to the Admin istrative Age nt (acting on the
instructions of the Required Lenders), or contain any still exercisable right to cancel, due to such Event of Loss;

                         (v)     no Defau lt or Event of Default (other than a Default or Event of Default arising direct ly fro m the event as to
which such Loss Proceeds have been paid) shall have occurred and be continuing;

                        (vi)     the Property of any Borro wer constituting the Restoration Work shall be subject to the Security Interest
(whether by amendment of the Security Docu ments or by entering into new Security Docu ments or otherwise); and

                            (vii)  the Borro wers shall have delivered to the Admin istrative Agent cash-flow pro jections and other assurances
satisfactory to the Required Lenders demonstrating the Borrowers ’ ability to meet their respective obligations hereunder and under the other
Financing Docu ments during the period fro m such Event of Loss until and follo wing co mplet ion of such Restoration Work.

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                   (b)       If the Borrowers shall not have commenced the Restoration Work with in 60 days after the Required Lenders shall
have consented to the disbursement of the Loss Proceeds referred to above to pay the costs of Restoring the Project in accord ance with this
Section 5.11 or if at any time after such 60-day period, one or mo re of the foregoing conditions shall not be satisfied, then, to the extent that
such Loss Proceeds shall not otherwise have been disbursed as aforesaid to the Borrowers, the remain ing amount of such Loss P roceeds shall
be applied, on behalf of the Borrowers, to the prepayment of the Loans as provided in Section 6.3(b). Anything to the contrary in this Section
5.11 notwithstanding, if an Event of Default shall have occurred and be continuing (other than as a direct result of the Even t of Loss which
gave rise to such Loss Proceeds), the Admin istrative Agent may forthwith direct the Depositary Agent to apply the remain ing amount of such
Loss Proceeds to the prepayment of the Loans as provided in Section 6.3(b).

                   (c)       Notwithstanding anything to the contrary which may be contained in the foregoing provisions of this Section 5.11,
if an Expropriation Event shall occur with respect to any Collateral, the Borrowers shall (i) pro mptly upon discovery or rece ipt of notice of any
occurrence thereof provide written notice to the Administrative Agent, (ii) not, without the written consent of the Required Lenders,
compro mise or settle any claim with respect to such Expropriation Event and (iii) apply all Loss Proceeds received in respect of such
Exp ropriat ion Event to the prepayment of the Loans on the Principal Pay ment Date next following the receipt of such proceeds in accordance
with Sect ion 6.3(b). The Borrowers consent to the participation to the extent permitted by Law of the Collateral Agent in any proceedings
regarding an Expropriation Event, and the Borro wers shall fro m t ime to time deliver to the Collateral Agent all docu ments and instruments
requested by the Collateral Agent to permit such participation. Nothing in th is Section 5.11 shall be deemed to impair any rights any Lender
may have with respect to any such Expropriat ion Event.

                   (d)        Any Loss Proceeds fro m an Event of Loss that relates to any Property which is the subject of a Grain Facility Lease
shall be transferred direct ly to the escrow agent identified pursuant to the Escrow Agreement and applied solely in accordance with th e Escrow
Agreement. None of the Bo rrowers shall, without the prior written consent of the Administrative Agent, agree to (i) any allocation of any
proceeds in any Escrow Account pursuant to Section 6 of the Escrow Agreement or (ii) any removal of the escrow agent or appointment of a
new escrow agent, in each case under the Escrow Agreement.

               5.12       Limitation on Liens . No Borrower shall create, incur, assume or suffer to exist any Lien upon any of its Property,
whether now owned or hereafter acquired, except:

                  (a)       Liens created under the Security Docu ments;

                  (b)       Liens imposed by any Governmental Authority for taxes to the extent not required to be paid under Section 5.5;

                   (c)        carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business or in connection with the construction of the Project, either (i) for amounts not overdue by more than sixty (60) days or (ii)
for amounts being contested in good faith and by appropriate proceedings, so long as (x) such contest does not involve any risk of the sale,
forfeiture or loss of any of the Collateral, (y) enforcement of the contested item shall be effectively stayed and (z) a bond or other security
instrument has been posted or other adequate provision for payment thereof has been provided in such manner and amount as to reasonably
assure the Administrative Agent that any amounts determined to be due will be pro mptly paid in fu ll when such contest is resolved ;

                                                                        59
                  (d)       p ledges or deposits under worker’s compensation, unemploy ment insurance and other social security legislation;

                (e)     easements, rights-of-way and other encumbrances on title to real property that do not render title to the property
encumbered thereby unmarketable or materially adversely affect the use of such property for its intended purposes;

                (f)     the netting and set-off rights permitted under any Hedging Agreement entered into in accordance with the Risk
Management Policy and the provisions of Section 5.31;

                     (g)       Liens arising out of a judgment or award that (i) does not constitute an Event of Defau lt under Section 7.1(i) and
(ii) is the subject to a good faith contest by the Borro wers;

                  (h)       Liens arising out of any asset leased in accordance with Section 5.14; and

                 (i)        solely with respect to the Property which is the subject of a Grain Facility Lease, Liens listed in Exh ibit C
(Permitted Exceptions) of each such Grain Facility Lease.

                 5.13         Indebtedness . The Borro wers shall not create, incur, suffer to exist or otherwise become liab le fo r any
Indebtedness except:

                  (a)       Indebtedness arising under the Financing Documents;

                   (b)     unsecured Indebtedness owed to any Member, provided that such Indebtedness is subordinated to the Obligations
and is otherwise issued pursuant to subordination and other terms wh ich are reasonably satisfactory to the Required Lenders;

                (c)      Indebtedness incurred under the Mezzan ine Debt Guaranties and subordinated to the Obligations as provided in the
Subordination Agreement;

                   (d)       unsecured Indebtedness of Pioneer Trail up to a maximu m outstanding principal amount at all times equal to
$7,000,000 incurred prior to the Closing Date as described in, and incurred under, Article IV of the Pioneer Trail Redevelopment Contract (the
― TIF Indebtedness ‖), provided , that (i) such Indebtedness is issued: on terms and conditions and pursuant to documentation satisfactory to the
Admin istrative Agent, which conditions shall include a requirement that no lender of, or participant in, the TIF Indebtedness shall have any
recourse to any Borro wer or its Property other than to the real estate taxes that Pioneer Trails would have otherwise been ob ligated to pay but
for the incurrence of the TIF Indebtedness (or such other conditions or requirements as may be acceptable to the Admin istrative Agent and each
Lender), and (ii) the Borrowers shall have furnished, or caused to be furnished, to the Collateral Age nt and the Administrative Agent an
opinion of legal counsel opinion acceptable to the Admin istrative Agent stating that, in the opinion of such counsel, the conditions and
requirements set forth in clause (i) above shall have been satisfied;

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                  (e)      Indebtedness (other than Indebtedness for borrowed money) secured by a Permitted Lien;

                  (f)      Hedging Agreements that comply with the Risk Management Policy;

                  (g)       Indebtedness incurred under the Railroad Car Lease Agreements; and

                 (h)     Indebtedness incurred to the City of Fairmont in the principal amount not to exceed One Hundred Sixty -Two
Thousand Dollars ($162,000).

                   5.14        Leases . No Borro wer shall enter into any agreement (other than the Buffalo Lake Grain Facility Lease, Pioneer
Trail Grain Facility Lease, Buffalo Lake Rail Car Lease Agreement, o r Pioneer Trail Rail Car Lease Agreement), or be or become liable as
lessee under any agreement, for the lease, hire or use of any real or personal Property, except for operating leases of personal Property (which
do not constitute Capital Lease Ob ligations) provided for in the prevailing Operating Budget; provided that (a) such items of personal Property
are not affixed to any Plant, do not constitute ―fixtures‖ under applicable Law, and are standard, non-customized items; and (b) the Borrowers ’
aggregate payment obligations under all such leases shall not exceed in any year the amounts specified th erefore in the then applicab le
Operating Budget.

                 5.15        Investments; Subsidiaries . (a) No Borro wer shall make or permit to remain outstanding any Investments except
Permitted Investments.

                  (b)     No Borro wer shall establish, create or acquire any Subsidiary, other than Buffalo Lake and Pioneer Trail, which are
and shall remain wholly-owned Subsidiaries of Opco.

                   5.16       Distributions . No Borrower shall make any dividends, distributions, return of capital or other payments to its
Members or to any other Person in respect of its LLC Interests or any other ownership interest in any Borrower, whether in ca sh or other
Property, or make any Mezzan ine Debt Pay ments, or redeem, purchase or otherwis e acquire any interest of any Member or any indebtedness
owed by any Borrower to any Member, or permit any Member to withdraw any capital fro m any Borrower (all of the foregoing bein g referred
to as ― Distributions ‖) or make any payment of any management or other fees or expenses to any Affiliate of a Borrower (other than the
payments payable under and pursuant to any Management Services Agreement) (with the first such payment, distribution or other action (other
than Distributions permitted under Section 5.16(b) and (d) below) occurring no earlier than the first Principal Pay ment Date occurring after the
Conversion Date); provided that:

                  (a)      on any Quarterly Distribution Date, so long as each Borrower qualifies as a flow -through entity for U.S. federal
income tax purposes, Tax Distributions may be paid in accordance with Sect ion 4.2 and 4.7 of the Account Agreement so long as no Default or
Event of Default shall have occurred and be continuing or would result fro m the making of such Tax Distribut ion;

                    (b)       on each date prior to the Conversion Date on which payments in respect of in itial fees, drawdown fees and interest
on the Mezzanine Debt are due and payable under the Mezzanine Debt Docu ments, a Distribution may be made by the Borro wer s or distributed
to the Member of Opco in an amount that equals such payments in respect of drawdown fees and interest that may be paid (or d istributed to
fund such payments) in accordance with Section 4.1 of the Account Agreement and the initial fees paya ble prior to the Closing Date in
connection with the execution of the Mezzan ine Debt Documents; provided , that (i) no Default o r Event of Default shall have occurred and be
continuing or would result fro m the making of such payment and (ii) the aggregate amounts payable in respect of this Section 5.16(b) (other
than the initial fees) shall not exceed Ten M illion Dollars ($10,000,000);

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                   (c)     on any Quarterly Distribution Date, amounts on deposit in the Distribution Account may be remitted to the
Borro wers for the purpose of making a Distribution (which Distribution shall be allowed) or for any other purpose, in each ca se, so long as
each of the follo wing conditions is satisfied:

                              (i)     no Default or Event of Default shall have occurred and be continuing or would result fro m the making of
         such Distribution;

                           (ii)      the sum of (x) the total outstanding principal amount of Working Capital Loans plus (y) the Letter of
         Cred it Outstandings shall not exceed Ten Million Dollars ($10,000,000) on such Quarterly Distribution Date;

                           (iii)    the Borrowers shall have delivered the most recent Financial Covenants Statement by the time required by
         Section 5.1(e) and such statements shall demonstrate that each of the Historical Debt Serv ice Coverage Rat io and the Prospective Debt
         Service Coverage Ratio fo r the period most recently ended prior to such Quarterly Distribution Date was at least 1.50:1.00;

                              (iv)    there are no Unpaid Drawings, accrued interest or fees outstanding with respect to any Letter of Credit;

                         (v)       the amount on deposit in the Debt Serv ice Reserve Account, including any undrawn amount then available
         under the DSRA Letter o f Cred it, shall be at least equal to the Required Debt Service Reserve A mount;

                          (vi)     each of the conditions to Project Co mp letion shall have occurred under each of the EPC Contracts (other
         than completion of the Punch List (as defined in each EPC Contract));

                              (vii)   no VEETC Event shall have occurred and be continuing;

                          (viii)    the amount on deposit in the Hedging Reserve Account shall be at least equal to the amount required under
         the Risk Management Policy and the amounts on deposit in the Cargill Loss Proceeds Account shall be at least equal to the amount
         required under Section 4.2(a)(vi) of the Account Agreement; and

                           (ix)      the Borro wers’ Agent shall have delivered to the Administrative Agent, the Collateral Agent and the
         Depositary Agent, with in 15 Business Days after the relevant Principal Pay ment Date, an Officer ’s Cert ificate in the form o f Exhibit E
         to the Account Agreement certifying as to the satisfaction of each of the conditions described in clauses (i) through (viii) above (the ―
         Distribution Date Certificate ‖); and

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               (d)      On the Conversion Date, the payment to BFE Ho ldings permitted in priority fifth in Section 4.1(i)(v ) of the
Account Agreement may be paid in accordance with the provisions of Section 4.1(i) of the Account Agreement.

                    5.17      Required Hedging Agreements . The Borrowers shall maintain in fu ll force and effect one or more Hedgin g
Agreements (collectively, the ― Required Hedging Agreements ‖) with one or mo re Lenders (or their Affiliates), which effectiv ely enable the
Borro wers to protect themselves in a manner satisfactory to the Admin istrative Agent against the risk of interest rate fluctuations as to a
notional principal amount at least equal to (a) fifty percent (50%) of the outstanding principal amount of the Construction Loans and the Term
Loans fro m t ime to time, which Required Hedging Agreements shall be entered into and ma intained fro m and after the date on which the
principal amount of all outstanding Construction Loans is greater than Fifty Million Do llars ($50,000,000) until the first an niversary of the
Term Date, and (b) fifty percent (50%) of the expected principal amount of the Term Loans payable during the next three years as determined
by reference to a schedule (provided by the Borrowers ’ Agent on the Conversion Date and on each anniversary of the Conversion Date
thereafter, wh ich schedule shall be reasonably acceptable to the Administrative Agent) of the principal payments to be made by the Borro wers
during such period after giving effect to the anticipated Pro ject Revenues, Operation and Maintenance Expenses and Maintenanc e Capital
Expenses during such period, which Required Hedging Agreements shall be entered into and become effective on or prior to the Conversion
Date and shall be maintained on a rolling three-year basis until the Loan Termination Date; provided that if a Required Hedging Agreement is
with a counterparty other than a Lender (or an Affiliate thereof), the obligations of the Borro wers thereunder will not be secured by the Security
Documents or any other Lien on the Property of any Borrower and will be subordinated to the Obligations in a manner and p ursuant to terms
and conditions which are in all respects satisfactory to the Required Lenders. The Borrowers shall, in connection with any prepayment made
by the Borrowers pursuant to Section 6.2 or 6.3, terminate an aggregate notional amount under the Required Hedging Agreements equal to the
amount (if any) by which the aggregate notional amount under the Required Hedging Agreements would exceed the aggregate outst anding
principal amount of the Loans immed iately after giv ing effect to such prepayment. The amount of any Swap Terminat ion Valu e due in respect
of the Required Hedging Agreements terminated in accordance with the immediately foregoing sentence shall be (i) in the case of the
prepayment pursuant to Section 6.2 and if payable by the Borro wers, made by the Borrowers fro m funds other than the amounts being applied
as a voluntary prepayment of the Loans and (ii) in the case of any prepayment pursuant to Section 6.3 and if payable by the Borrowers, made
by the Borrowers fro m amounts available with which to make such prepayment.

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                   5.18         Location; Chief Executive Office; Records . The place of business or, if it has more than one place of business,
the chief executive office of Opco and the place where the records of Opco concerning the Collateral are kept is in Denver, Colorado. The
place of business or, if it has more than one place of business, the chief executive office of Buffalo Lake and the place whe re the records of
Buffalo Lake concerning the Co llateral are kept is in Denver, Colorado. The place of business or, if it has more than one place of business, the
chief executive office of Pioneer Trail and the place where the records of Pioneer Trail concerning the Co l lateral are kept is in Denver,
Colorado. The originals of all documents evidencing the Collateral and the only original books of account and records of the Borrowers
relating thereto are, and will continue to be, kept at the applicable p lace of business o r chief executive office provided in this Section 5.18, or at
such new location as such Borrower may establish in accordance with this Agreement. The ju risdiction of organizat ion and ―location‖ of each
Borro wer for the purposes of Section 9-307 of the UCC is the State of Delaware. No Borro wer shall establish a new ―location‖ for the
purposes of Section 9-307 of the UCC or change its chief executive office or its jurisdiction of organization until (a) it shall hav e given to the
Collateral Agent not less than 45 days’ prior written notice of its intention so to do, clearly describing such new location or jurisdiction and
providing such other information in connection therewith as the Collateral Agent (acting on the instruction of the Administra tiv e Agent) may
reasonably request and (b) with respect to such new location or jurisdiction, it shall have taken all action, satisfactory to the Collateral Agent
(acting on the instruction of the Administrative Agent), to maintain the security interest of the Collatera l Agent in the Collateral at all times
fully perfected and in fu ll force and effect.

                     5.19         Transactions with Affiliates . Except as provided in, or permitted by, the Transaction Documents, no Borrower
shall direct ly or indirect ly (a) make any Investment in or pay ment to an Affiliate of any Borrower; (b) transfer, sell, lease, assign or otherwise
dispose of any Property to an Affiliate of any Borro wer; (c) purchase or acquire Property fro m an Affiliate of any Borro wer; or (d) enter into
any other transaction or arrangement direct ly or indirect ly with or for the benefit of an Affiliate of any Borro wer, unless such transa ction is (i)
in the ordinary course of such Borrower’s (and such Affiliate’s) business, and (ii) upon fair and reasonable terms no less favorable to such
Borro wer than it would obtain in a co mparable arm’s length transaction with a Person which is not an Affiliate.

                  5.20       Use of Proceeds; Construction Budget . (a) The Borrowers will use the proceeds of the Construction Loan s solely
to pay Project Costs contemplated by the Construction Budget. The Borro wers will use the proceeds of the Working Capital Loans solely for
working capital purposes of the Borrowers to pay Operation and Maintenance Expenses.

                   (b)        No Borro wer shall, without the prior written consent of the Administrative Agent, amend, revise or modify the
Construction Budget to increase or decrease or otherwise change the number or type of Construction Budget categories, or requ est any Loans
for the purpose of funding any Project Costs in excess of the amount contained in the Construction Budget for such category of Projec t Costs,
or utilize the ―Contingency‖ line item specified in the Construction Budget other than (i) by means of Scope Change Orders permitted under
Section 5.25(b), (ii) in respect of Project Costs in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,00 0) o r (iii) in
respect of Project Cost overruns at one Plant using the ―Contingency‖ line item specified in the Construction Budget for the other Plant to the
extent that such use of such line item will not cause a deficiency of funds necessary to achieve (x) Pro ject Co mpletion for b oth Plants by the
relevant Guaranteed Co mplet ion Date and (y) the Project Co mp letion Date by the Date Certain and otherwise satisfy the conditions contained
in Section 3.4, and the Administrative Agent shall have received a certificate fro m the Independent Engineer confirming items (x) and (y )
above.

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                  5.21        Project Construction; Maintenance .

                   (a)      The Bo rrowers shall cause the Project and each of the Plants to be duly constructed and completed in accordance
with the Construction Budget, the EPC Contracts, and Good Industry Practice, shall cause the Commercial Operat ion Date fo r t h e Buffalo Lake
Plant to occur by the Buffalo Lake Guaranteed Prov isional Acceptance Date, shall cause the Commercial Operat ion Date for the Pioneer Trail
Plant to occur by the Pioneer Trail Guaranteed Provisional Acceptance Date, and shall cause the Project Co mp letion Date to oc cur on or before
the Date Certain.

                  (b)       The Borrowers shall not enter into any Scope Change Order except as may be permitted by Section 5.25.

                   (c)        The Bo rrowers shall maintain and preserve the Project and all of their other Properties necessary or useful in the
proper conduct of its business in good working order and in such condition that the Plants will have the capacity and functional ability to
perform, on a continuing basis (ordinary wear and tear excepted), in normal co mmercial operation, the functions for which it was specifically
designed in accordance with the applicable EPC Contract(s) at substantially the levels contemplated thereby. The Borro wers shall cause the
Project to be operated, serviced, maintained and repaired so that the condition and operating efficiency thereof will b e maintained and
preserved (ordinary wear and tear excepted) in all material respects in accordance and compliance with (i) Good Industry Prac tices, (ii) such
operating standards as shall be required to enforce any material warranty claims against dealers, manufacturers, vendors, contractors, and
sub-contractors, (iii) the terms and conditions of all insurance policies maintained with respect to the Project at any time, (iv ) all requirements
of Law and all Govern mental Approvals applicable to the Project, and (v) the terms of the Pro ject Docu ments.

                  (d)       The Borrowers shall not materially alter, remodel, add to, reconstruct, improve or demolish any part of the Project
or any other Collateral having an aggregate value of Two Hundred Fifty Thousand Dollars ($250,000) or mo re.

                  (e)      Following the execution of the Bu ffalo Lake O&M Agreement or the Pioneer Trail O&M Agreement, as the case
may be, the relevant Borrower shall not appoint or allow the appointment of any replacement Operator of the relevant Plant.

                  (f)        No Borrower shall, directly or indirectly, make or co mmit to make any expenditure in respect of the purchase or
other acquisition of fixed or capital assets, other than (i) expenditures contemplated by the Construction Budget or the prevailin g Operating
Budget, as appropriate, and (ii) expenditures permitted to be made pursuant to Section 5.11.

                   (g)      If, at any time following the Co mmercial Operat ion Date for any Plant, the Project Costs for the other Plant that has
not yet reached Provisional Acceptance are determined to be in excess of the amounts set forth in the Construction Budget for such Plant and
no Excess Construction Loan Co mmit ment is then availab le for Borrowings to cover such excess amount, the Borro wers ’ Agent may submit a
request to the Administrative Agent, for approval by the Required Lenders (in consultation with the Independent Engineer), to apply funds in
the Project Revenues Collection Account to pay such Project Cost overruns. Any such request shall be accompanied by (i) an updated budget
for all remaining Project Costs for such Plant, (ii) a detailed explanation for such Project Cost overruns, (iii) calculations demo nstrating that, if
such request is approved, sufficient funds will be available to pay all Operation and Maintenance Expenses, Maintenance Capital Expenses and
Debt Service with respect to the Plant whose Commercial Operat ion Date has already occurred, in each such case certified by a n Authorized
Officer of the Borro wers’ Agent. If such request and updated Construction Budget are approved b y the Required Lenders, then funds then on
deposit in the Project Revenues Collection Account may be applied to such Project Cost overruns as provided in Section 4.2(a) (iii) of the
Account Agreement.

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                  5.22      Performance of Pro ject Docu ments .

                   (a)      Each Borrower shall perform and observe in all material respects all of its covenants and agreements contained in
any of the Project Docu ments to which it is or beco mes a party, shall take all necessary action to prevent the early termination of any such
Project Documents in accordance with the terms thereof or otherwise, and shall take any and all action as may be reasonably n ecessary
promptly to enforce its rights and to collect any and all sums due to it under the Project Docu ments.

                (b)      The Borro wers shall instruct all Project Participants to make all pay ments payable to the Borro wers to the
Depositary Agent for deposit in the appropriate Account in accordance with the Account Agreement.

                  5.23      Operating Plan and Budget .

                     (a)       No less than forty-five (45) days prior to the target date for the occurrence of the initial Co mmercial Operat ion
Date, the Borrowers shall adopt an operating plan and a budget of Project Revenues and Operation and Maintenance Expenses for the period
fro m such date to the end of the first Operating Year, and, no less than forty-five (45) days in advance of the beginning of each Operating Year
thereafter, it will similarly adopt an operating plan and a budget of Operation and Maintenance Expenses for the ensuing Oper ating Year. Such
operating plan and budget for an Operating Year is herein called an ― Operating Budget ‖. Copies of the proposed Operating Budget for each
period shall be submitted at least forty-five (45) days before final adoption thereof to the Admin is trative Agent, and no Operating Budget shall
be adopted without the prior written approval of the Administrative Agent (in consultation with the Independent Engineer). Th e Administrative
Agent shall indicate in writing its approval, disapproval or modificat ions to the Operating Budget within twenty (20) days upon receipt of such
Operating Budget. In the event that the prior written approval of the Admin istrative Agent for a proposed Operating Budget is not obtained
prior to the first day of the Operating Year to wh ich such proposed Operating Budget relates, the Borrowers may continue to operate the Project
in accordance with the Operat ing Budget then in effect with the budgeted cost of each budget item being increased to the less er of (i) the
amount therefor in the proposed Operating Budget or (ii) one hundred and two and one-half percent (102.5%) of the amount of the budgeted
cost of such budget item in the current Operating Budget. Copies of the final Operat ing Budget so adopted shall be furnished to the
Admin istrative Agent promptly upon the adoption thereof provided that if the in itial Operating Budget for any Plant or the Project is not
approved by the Administrative Agent, the Borrowers shall operate such Plant or the Project in accordance with the Bas e Case Projections as of
the Signing Date (o r any update thereof that has been approved by the Administrative Agent) with the budgeted cost of each budget item being
no greater than one hundred and two and one-half percent (102.5%) of the amount of the budgeted cost of such budget item in s uch Base Case
Projections until an init ial Operat ing Budget is approved.

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                   (b)      Each Operating Budget shall be prepared on a cash basis and shall specify, for each month during the Operating
Year (i) the Project Revenues anticipated to be received, and (ii) the Operation and Maintenance Expenses (by category), toge ther with a
comparative presentation of Operation and Maintenance Expenses for each month in the prior Operating Year, and shall describe in reasonable
detail (A) the maintenance schedule, anticipated staffing plans, mobilization schedules, capital expenditure requirements (in clu ding the
Maintenance Capital Expenses), equip ment acquisitions and spare parts and consumable inventories (including a breakdown of capital items
and expense items), and admin istrative activities and (B) any other material underlying assumptions in connection with the proposed Operating
Budget.

                (c)        The Bo rrowers may at any time propose an amended annual budget for the remainder of the then current Operating
Year and, when so adopted, it shall be deemed to be and shall be effective as the annual Operating Budget. Copies of any such amended
Operating Budget which is proposed shall be furnished at least 10 days before final adoption thereof to the Admin istrative Agent, and no such
amended Operating Budget shall be adopted without the prior written approval of the Administrative Agent. Copies of the final amended
Operating Budget shall be fu rnished to the Admin istrative Agent promptly after adoption thereof.

                   (d)      The amounts provided in the annual Operating Budget for each item and classificat ion of Operation and
Maintenance Expenses for each month of each Operating Year will not exceed the amounts reasonably expected to be necessary th erefor, and
the Borrowers shall not expend (nor shall the Borro wers ’ Agent submit a Transfer Date Certificate which contemplates the exp enditure of) any
amount for Operation and Maintenance Expenses during any month if such expenditure would cause the aggregate amount of Operat ion and
Maintenance Expenses for an item or classification of Operation and Maintenance Expenses expended by the Borrowers in such mo nth to
exceed by mo re than ten percent (10%) the amount budgeted therefor, or after taking into account amounts theretofore paid in such Operating
Year for such item or classification of Operat ion and Maintenance Expenses, that would reasonably be expected to cause the total of Operation
and Maintenance expenditures for such item or classificat ion to equal more than one hundred ten p ercent (110%) of the aggregate amount
budgeted therefor for such Operating Year, unless (i)(A ) in each case such expenditure could not reasonably be anticipated an d failure to make
such expenditure would have created an abnormal risk of personal injury to emp loyees or significant physical damage to the Project or (B) such
expenditure is for the purchase of com, natural gas, or denaturants in accordance with the relevant Corn Supply Agreement, Gas Supply
Agreement or other similar agreements for purposes described hereof and (ii) in any such event, the Borrowers shall immediately advise the
Admin istrative Agent of such excess expenditures and, with in ten (10) Business Days of the making of any such expenditure, p r epare and file
with the Administrative Agent an amended Operating Budget to reflect such changes.

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                    5.24        Merger; Sales and Purchases of Assets . No Borrower shall merge into or consolidate with any other Person, or
liquidate or d issolve itself (or suffer any liquidation or dissolution), or sell, lease, transfer, or otherwise dispose of an y assets or Property other
than (a) sales of ethanol and distiller’s grain pursuant to the Project Docu ments; (b) subject to the requirements of Section 6.3(c), sales,
transfers and other dispositions of assets of such Borro wer (i) having a value of less than Two Hundred Fifty Thousand Dollars ($250,000) per
asset or Five Hundred Thousand Dollars ($500,000) in the aggregate, in each case at fair market value or (ii) otherwise determined by such
Borro wer (in its reasonable opinion) to be obsolete or no longer used by or useful to such Borro wer for the operation or main tenance of the
Project provided , that notice of any proposed sale, transfer or disposition pursuant to this clause (b) shall be given to the Administrative Agent
at least ten days prior to the consummation thereof; or (c) transfers of assets between Buffalo Lake and Pioneer Trail provided that (A) the
aggregate total fair market value of all such transferred assets does not exceed One M illion Do llars ($1,000,000) in any Operat ing Year, (B)
each such transfer does not, and would not reasonably be expected to, adversely affect the operations of the Plant fro m which s uch assets are
transferred and (C) the Borrowers have taken all steps required under Section 5.30 to ensure that such assets continue to be subject to the Liens
created by the Security Documents; (d) sales of Permitted Investments prior t o the maturity thereof; and (e) Distributions or other payments in
accordance with Section 5.16. No Borrower shall purchase or acquire any assets other than the purchase of (i) assets reasonab ly required for the
complet ion of the Pro ject in accordance with the Construction Budget, (ii) subject to Section 5.23, assets in the ordinary course of business
reasonably required in connection with the operation of the Project and (iii) Permitted Investments.

                   5.25      A mend ment of Transaction Documents; Additional Pro ject Docu ments; Scope Change Orders; etc.

                  (a)        No Borrower shall (i) agree to or permit the cancellation, suspension or termination of any Pro ject Docu ment or any
Financing Docu ment; (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or
otherwise) any part of its interest in any Pro ject Docu ment or any Financing Docu ment; (iii) waive any material default under o r breach of any
Project Document or waive, fail to enforce, forgive or release any material right, interest or entitlement, howsoever arising, under or in respect
of any Project Document; (iv) petit ion, request or take any other legal or ad min istrative action that seeks, or may be expect ed, t o rescind,
terminate or suspend any Project Document or amend or modify all o r any part thereof; (v) exercise any right to init iate an arbit ration
proceeding under any Project Document or take any action with respect to any arbitration proceeding involving any other party to a Project
Document; (vi) agree to or permit the assignment of any rights or the delegation of any obligations of any Project Participant under any Project
Document except as permitted without the consent of the Borro wers by the terms of such Project Document; (v ii) amend, supplement, mod ify
or give any consent in any material respect under any Project Docu ment or exercise any material option thereunder without the prior written
consent of the Administrative Agent, not to be unreasonably withheld; (viii) except as may b e permitted by Section 9.12, amend, supplement,
modify or g ive any consent under any Financing Docu ment or exercise any material option thereunder; or (ix) except fo r Requir ed Hedging
Agreements entered into pursuant to Section 5.17, any Hedging Agreement entered into in accordance with the Risk Management Policy and
the requirements of Section 5.31, enter into any Material Additional Project Document.

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                  (b)       Notwithstanding the provisions of the foregoing subsection (a), the Borrowers may, upon 10 Business Days ’ prior
notice to the Independent Engineer and the Administrative Agent, enter into any Scope Change Order if (i) such Scope Change O rder is
reasonable and necessary, (ii) such Scope Change Order does not change the Plans and Specifications, (iii) the Cost of such Scope Change
Order does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) or cause the aggregate Cost of all Scope Change Ord ers theretofore
made, together with the Cost of such Scope Change Order, to exceed One Million Five Hundred Thousand ($1,500,000), (iv) such Scope
Change Order does not result in an extension of the Buffalo Lake Guaranteed Co mpletion Date or the Pioneer Trail Guara nteed Co mp letion
Date, (v) such Scope Change Order does not result in any change to, or amend ment of, the Performance Tests, the Delay Liquid ated Damage s,
the Performance Guarantees Payments, the Performance Guarantees, the Payment and Performance Bonds or the conditions pursuant to which
payment of any such damages is required to be made, either directly or indirectly and (vi) such Scope Change Order could not otherwise
reasonably be expected to have a Material Adverse Effect.

                   (c)        No Borrower shall enter into contracts to (i) purchase grain fro m Person(s) other than Cargill or require Cargill to
purchase grain fro m Person(s) designated by such Borrower (other than pursuant to a corn supply agreement entered into to obtain replacement
corn as a result of a default or breach by Cargill under the relevant Corn Supply Agreement) or (ii) sell ethanol and distillers grains to Person(s)
other than Cargill o r require Carg ill to sell ethanol and distillers grains to Person(s) designated by such Borrower (other than pursuant to a
Buffalo Lake Permitted Long-Term Sales Agreement or Pioneer Trail Permitted Long-Term Sales Agreement), in each case, without the prior
written consent of the Administrative Agent.

                   (d)        (i) Bu ffalo Lake shall enter into (x) the Buffalo Lake O&M Agreement with the Operator, in substantially the form
provided to Administrative Agent and each Lender prior to the initial Disbursement of the Buffalo Lake Construction Loans, wh ich form shall
be acceptable to the Admin istrative Agent and each Lender; and (y) a Consent Agreement with respect to the Buffalo Lake O&M Agreement
with Operator and Co llateral Agent, in substantially the form attached hereto as Exhibit F, in each case prior to July 7, 200 7; (ii) each Lender
shall have received a cert ificate signed by an Authorized Officer o f the Operator, dated the execution date of the Buffalo Lake O&M
Agreement, to the effect that (x) the representations and warranties of the Operator set forth in the Buffalo Lake O&M Agreem ent are true and
correct in all material respects on and as of such date as if made on and as of such date (or, if stated to have been made so lely as of an earlier
date, were true and correct as of such earlier date) and (y) the Operator is in co mpliance with in all material respects all of its agreements
contained in any other Transaction Document to which it is a party; and (iii) simultaneously with the execution of the Buffalo Lake O&M
Agreement, each Lender shall have received an opinion of counsel to the Operator, in fo rm, scope and substance and given by counsel
reasonably satisfactory to each Secured Party; provided , however that Buffalo Lake shall not be required to satisfy the foregoing conditions
only if (A) Buffalo Lake shall have demonstrated prior to July 7, 2007 to the satisfaction of the Administrative Agent and each Lender that (x)
Buffalo Lake is able in its indiv idual capacity to operate, service, maintain, repair and preserve the Buffalo Lake Plant in accordance with the
terms of th is Agreement (including Section 5.21(c)) and the other Transaction Documents, (y) Buffalo Lake has retained the ―key‖ managers
and personnel (up to a maximu m of four (4) persons) necessary to so operate, service, maintain, repair and preserve the Buffa lo Lake Plant and
(z) Buffalo Lake will reasonably be able to retain all remain ing necessary personnel by November 7, 2007 and (B) Buffalo Lake sha ll have
demonstrated prior to November 7, 2007 to the satisfaction of the Administrative Agent and each Lender that Buffalo Lake ha s retained all
remain ing personnel necessary to so operate, service, maintain, repair and preserve the Buffalo Lake Plant.

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                   (e)        (i) Pioneer Trail shall enter into (x) the Pioneer Trail O&M Agreement with the Operator, in substantially the form
provided to Administrative Agent and each Lender prior to the initial Disbursement of the Pioneer Trail Construction Loans, w hich form shall
be acceptable to the Admin istrative Agent and each Lender; and (y) a Consent Agreement with respect to the Pioneer Trail O&M Agreement
with Operator and Co llateral Agent, in substantially the form attached hereto as Exhibit F, in each case prior to May 31, 200 7; (ii) each Lender
shall have received a cert ificate signed by an Authorized Officer o f the Operator, dated the execution date of the Pioneer Trail O&M
Agreement, to the effect that (x) the representations and warranties of the Operator set forth in the Pioneer Trail O&M Agree ment are true and
correct in all material respects on and as of such date as if made on and as of such date (or, if stated to have been made so lely as of an earlier
date, were true and correct as of such earlier date) and (y) the Operator is in co mpliance with in all mat erial respects all of its agreements
contained in any other Transaction Document to which it is a party; and (iii) simultaneously with the execution of the Pionee r Trail O&M
Agreement, each Lender shall have received an opinion of counsel to the Operator, in fo rm, scope and substance and given by counsel
reasonably satisfactory to each Secured Party; provided , however that Pioneer Trail shall not be required to satisfy the foregoing conditions
only if (A) Pioneer Trail shall have demonstrated prior to May 31, 2007 to the satisfaction of the Administrative Agent and each Lender that (x)
Pioneer Trail is able in its individual capacity to operate, service, maintain, repair and preserve the Pioneer Trail Plant in accord ance with the
terms of th is Agreement (including Section 5.21(c)) and the other Transaction Documents, (y) Pioneer Trail has retained the ―key‖ managers
and personnel (up to a maximu m of four (4) persons) necessary to so operate, service, maintain, repair and preserve the Pione er Trail Plant and
(z) Pioneer Trail Lake will reasonably be able to retain all remaining necessary personnel by September 30, 2007 and (B) Pion eer Trail shall
have demonstrated prior to September 30, 2007 to the satisfaction of the Administrative Agent and each Lender that Pioneer Trail has retained
all remaining personnel necessary to so operate, service, maintain, repair and preserve the Pioneer Trail Plant.

                  5.26       Environ mental Co mp liance . The Borrowers shall:

                   (a)       co mp ly in all material respects and cause all other Persons constructing, occupying or conducting operations at the
Project to co mply in all material respects with all Environ mental Laws now or hereafter applicable to the Pro ject;

                  (b)       obtain, at or prio r to the time required by applicab le Environmental Laws, all Govern mental Approvals required
pursuant to applicable Environmental Laws fo r the construction, operation and maintenance of the Project, and maintain such G overnmental
Approvals in full force and effect;

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                  (c)       not generate, use, treat, recycle, store, Release or dispose of, or permit the generation, use, treatment, recycling,
storage, Release or disposal of Hazardous Materials on the Land, or transport or permit the transportation of Hazardous Materials to or fro m the
Project other than in co mpliance in all material respects with all applicable Environ mental Laws;

                  (d)       conduct and complete any investigation, study, sampling and testing and undertake any cleanup, removal, remed ial
or other action necessary to remove and clean up all Hazardous Materials Released at, on, in, under or emanating fro m the Pro ject, in
accordance with the requirements of all applicable Environ mental Laws and promptly notify the Admin istrative Agent of any such action in
which costs are reasonably expected to exceed $100,000 or which is reasonably likely to give rise to a claim for in junctive r elief against the
Borro wers;

                    (e)      p rovide the Administrative Agent with written notice of (i) any fact, circu mstance, condition, occurrence or Release
at, on, under or fro m the Pro ject that results in material noncompliance with any Environ mental Law applicable to the Pro je ct or that has
resulted or would reasonably be expected to result in personal inju ry or material property damage or an Environ mental Claim o r otherwise that
would reasonably be expected to have a Material Adverse Effect, such notice to be given promptly after the condition is discovered or such
Release or occurrence takes place and (ii) any pending or threatened Environ mental Claim against any Borrower or any other Pe rsons
occupying or conducting operations at the Project that, if adversely determined, wou ld reasonably be expected to have a Material Adverse
Effect, such notice to be given promptly after such Environ mental Claim is commenced or threatened; all such notices shall de scribe in
reasonable detail the nature of the claim, investigation, condition, incident, or occurrence and the proposed response thereto;

                  (f)        provide the Administrative Agent with copies of all material co mmunications with any Govern mental Authority
relating to any material v iolat ion of any Environ mental Law or any material Environmental Claim pro mptly after the giving or receiving of any
such communications; and

                  (g)      provide such information concerning any Environ mental Claim relating to the Project as may be reasonably
requested by the Admin istrative Agent.

                  5.27       Co mp letion; Performance Tests .

                   (a)       No Borrower shall without the prior approval of the Required Lenders (after consultation with the Independent
Engineer), (i) take any action or fail to take any action wh ich could permit an extension of any guaranteed completion or acc eptance date under
any EPC Contract, (ii) accept or confirm that either Plant has achieved Provisional Acceptance, Substantial Co mp letion or Proje ct Co mplet ion
under the relevant EPC Contract or fail to advise the EPC Contractor of any material defects, deficiencies or d iscrep ancies of which any
Borro wer has knowledge, (iii) notify the EPC Contractor that it accepts the Punch List, (iv) issue, approve or execute any ac ceptance or
complet ion certificate or otherwise confirm acceptance or comp letion of the Project or any portion or phase thereof, (v) waive, defer or reduce
any of the requirements of any of the Performance Tests or Perfo rmance Guarantees, (vi) accept or confirm that the relevant P lant has satisfied
any of the Performance Tests or met any of the Performance Guarantees or (vii) reject either Plant or any portion thereof.

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                   (b)       No Borro wer shall schedule or agree to the scheduling of any Performance Tests without at least seven (7) days ’
prior written notice to the Administrative Agent and the Independent Engineer.

                   5.28       ERISA . No Borrower nor any ERISA Affiliate of any Borro wer shall at any time establish, maintain, contribute
to or be required or permitted to contribute to any Plan, Multiemp loyer Plan or Foreign Pension Plan.

                   5.29       Certain Agreements . No Borrower shall enter into any agreement or undertaking (except fo r the Financing
Documents and except pursuant to any agreement approved by the Required Lenders for the refinancing of any of the Loans) rest ricting, or
purporting to restrict, the ability of such Borrower to (a) amend this Agreement or any other Financing Docu ment, (b) sell any of its assets, (c)
create Liens, (d) create or incur Indebtedness or (e) make any Distribution.

                   5.30       Security Documents . (a) The Borro wers shall take all actions necessary or requested by the Administrative Agent
to maintain each Security Docu ment in fu ll force and effect and enforceable in accordance with its terms and to maintain and preserve the
Liens created by the Security Documents and the priority thereof, including (i) making filings and recordations, (ii) making payments of fees
and other charges, (iii) issuing and, if necessary, filing or record ing supplemental documentation, including continuation st atements, (iv)
discharging all claims o r other Liens adversely affecting the rights of any Secured Party in any Co llateral, (v) publishing or otherwise
delivering notice to third parties, (v i) depositing title docu ments and (vii) taking all other actions either necessary or otherwise requested by the
Admin istrative Agent to ensure that all Collateral (including any after-acquired Property of any Borrower intended to be covered by any
Security Docu ment) is subject to a valid and enforceable first-priority Lien in favor of the Collateral Agent for the benefit of th e Secured
Parties. In furtherance of the foregoing, (A) each Borrower shall ensure that all Property acquired by it shall become subject to the Lien o f the
Security Docu ments having the priority contemplated thereby promptly upon the acquisition thereof and (B) no Borrower shall open or
maintain any bank or bro ker account without first taking all such actions as may be necessary or otherwise requested by the A dministrative
Agent to ensure that such bank or broker account is subject to a valid and enforceable first priority Lien in favor of the Co llateral Agent for the
benefit of the Secured Parties, other than any debt service reserve account funded solely in connection with any TIF Indebted ness and any
Margin Account. Without limit ing the foregoing, the Buffalo Lake Mortgage shall provide that the Obligations secured thereunder shall be
secured in a debt amount of no less than $109,332,147.25. Furthermore, following the Sign ing Date, the Borrowers ’ Agent may retain, at the
expense of the Borrowers, an independent third-party real property appraiser of national reputation (which appraiser shall be reasonably
acceptable to the Admin istrative Agent, acting on the instructions of the Required Lenders) to provide to the Borrowers ’ Agent and the
Admin istrative Agent a written opinion regard ing the value of the real p roperty collateral under the Buffalo Lake Mortgage wh ich is subject to
the mortgage registry tax under Minnesota Statute Chapter 287 (the ― Real Property Appraisal ‖). In the event that the Real Pro perty Appraisal
provides that the mortgage registry tax that would have been paid had the Real Property Appraisal been used for purposes of d etermin ing the
amount of such mortgage registry tax is less than the mortgage registry tax actually paid b y the Borrowers in connection with the execution,
delivery and recordation of the Buffalo Lake Mortgage, then the Borrowers shall be entitled to receive an amount equal to suc h difference
(such difference, the ― Mortgage Registry Tax Refund ‖) on the Conversion Date to the extent that funds are available out of th e proceeds of
any Disbursement of Construction Loans on the Conversion Date pursuant to Section 2.7(e) in the order of priority specified in Section 4.1(i) of
the Account Agreement.

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                   (b)       The Borro wers shall take all act ion necessary to cause each Material Addit ional Project Document to be or beco me
subject to the Liens of the Security Docu ments (whether by amend ment to any Security Docu ment, execution of a new Security Docu ment or
otherwise) in favor of the Collateral Agent, and shall deliver or cause to be delivered to the Admin istrative Agent and to th e Collateral Agent
such legal opinions, certificates or other documents with respect to each Material Additional Pro ject Docu ment as the Administrative Agent
may reasonably request. The Borro wers shall cause each party (other than the applicable Borro wer) to a Material Additional Project Docu ment
(other than (i) any corn supply agreement entered into to obtain replacement corn as a result of a default or breach by Carg ill under the relevant
Corn Supply Agreement; (ii) any Buffalo Lake Permitted Long -Term Sales Agreement or Pioneer Trail Permitted Long-Term Sales
Agreement, (iii) any Buffalo Lake Permitted Denaturant Agreement or Pioneer Trail Permitted Denaturant Agreement) to execute and deliver a
Consent Agreement with respect to each such Material Additional Project Document and such legal opinions relating to such Ma terial
Additional Pro ject Docu ment as the Administrative Agent may reasonably request.

                   (c)       At such time as the Admin istrative Agent may reasonably request in writ ing, the Borrowers shall furnish, or cause
to be furnished, to the Collateral Agent and to the Admin istrative Agent, an opinion or opinions of legal counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to (i) amending or supplementing the Security Docu ments (or providing
additional Security Docu ments, notifications or acknowledgments) as is necessary to subject all the Co llateral (including any after-acquired
Property of any Borrower) to the Lien of the Security Documents and (ii) (A) the recordation of the Security Documents (inclu ding, without
limitat ion, any amend ment or supplement thereto) and any other requisite documents and (B) the execution and filing of any financing
statements and continuation statements as are necessary to maintain the Liens purported to be created by the Security Docu ments and reciting
the details of such action or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien s. Such opinion or
opinions of counsel shall also describe the recordation of the Security Docu ments and a ny other requisite documents and the execution and
filing of any financing statements and continuation statements, or the taking of any other action that will, in the opinion o f such counsel, be
required to maintain the Liens purported to be created by the Security Documents after the date of such opinion.

                  5.31       Hedging Agreements; Risk Management Po licy and Co mmittee . Except for Required Hedging Agreements
entered into pursuant to Section 5.17, the Borrowers shall not enter into and maintain Hed ging Agreements or open and maintain any Margin
Account unless the following conditions have been satisfied (which conditions in any event shall have been satisfied on or pr ior to the initial
Co mmercial Operation Date): (i) the Borrowers ’ Agent shall have delivered a Risk Management Policy (which shall include a description of
the Risk Management Co mmittee that will supervise such Risk Management Po licy, which shall have been approved in writ ing by t he board of
managers of each Borrower and the Administrative Agent (acting on the instructions of the Required Lenders), (ii) the Risk Management
Co mmittee has been appointed and is operating in accordance with the terms of the Risk Management Policy, (iii) such Hedging Agreement is
in accordance with the terms of the Risk Management Policy and has been approved by the Risk Management Co mmittee, and (iv) cash
reserves are on deposit in the Hedging Reserve Account in accordance with the terms of the Risk Management Policy to satisfy the potential
exposure of the Borrowers for margin calls under the Hedging Agreements. The Borrowers shall not amend or modify the Risk Management
Policy without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders).

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                5.32        Prepayment of Indebtedness; Reduction of Commit ments . (a) Except for prepay ments required or permitted to
be made pursuant to Section 6, the Borrowers shall not make, or permit t o be made on its behalf, any prepayment of any of the Loans.

                   (b)       The Borrowers shall not reduce all o r any portion of the Co mmit ment of any Lender prior to the Conversion Date
unless (i) the Borrowers shall have offered to each of the Lenders to make, and with the consent of such Lender shall contempo raneously make,
a proportionate reduction in the Commit ment of each such other Lender, (ii) no event shall have occurred or could reasonably be expected to
occur to cause the Buffalo Lake Co mmercial Operat ion Date, Pioneer Trail Co mmercial Operat ion Date, or Project Co mplet ion Date to be
delayed beyond the Date Certain, (iii) the proposed reduction in Co mmit ments requested by the Borro wers will not result in a d eficiency of
funds necessary to achieve the Project Co mpletion Date by the Date Certain and otherwise satisfy the conditions contained in Section 3.4, and
(iv) each Lender shall have received a certificate fro m the Borro wers Agent, confirmed by the Independent Engineer, with resp ect to the
matters set forth in clauses (ii) and (iii) above.

                  5.33       Transfers and Issuances of Equity Interests . No Borrower shall (x) permit or consent to the transfer (by
assignment, sale or otherwise) of any LLC Interests of such Borrower, or (y) issue any new LLC Interests; provided , that such Borro wer may
permit or consent to the assignment, sale or transfer of LLC Interests of such Borrower or to the issuance of new LLC Interes ts of such
Borro wer (each a ― Transfer ‖) if such Transfer is consummated in co mpliance with each of the following conditions (any Transfer not
comply ing with each of the following conditions being null and void ab initio ):

                          (i)       After giv ing effect to any such Transfer, no Change of Control shall have occurred;

                           (ii)     In the case of a Transfer by any Bo rrower, BFE Holdings or any subsequent transferee thereof after the
        date hereof, such Transfer shall be made expressly subject to the assignment to the Collateral Agent of the LLC Interests so being
        transferred, and any Person that becomes a member of such Borrower as a result of such Transfer shall, simu ltaneously with such
        Transfer, sign a pledge agreement substantially identical to the Pledge Agreements and otherwise in form, scope and substance
        satisfactory to the Administrative Agent; and

                            (iii)    Such Person referred to in paragraph (ii) above shall co mply with requirements of clauses (ii), (iii) and (iv)
        of the definit ion of Permitted Transferee and shall simultaneously with such Transfer, execute and deliver to the Co llateral Agent
        membership unit certificates endorsed in blank, financing statements and other documents and instruments as the Collateral Agent
        (acting on the instruction of the Administrative Agent) may reasonably request in order to evidence, secure, and perfect the Collateral
        Agent’s security interest in and Lien on such LLC Interests.

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                 5.34     Project Revenues . All Pro ject Revenues received on and after the Closing Date shall be deposited into the Project
Revenues Collection Account and applied as provided in the Account Agreement.

                  5.35        Accounts . No Borrower shall open or maintain any bank or bro ker account other than the Accounts without the
prior written consent of the Administrative Agent other than any debt service reserve account funded solely in connection with any TIF
Indebtedness, any Margin Account, the Escrow Accounts and the Payment Accounts.

                   5.36       Further Assurances . The Borrowers shall pro mptly and duly execute and deliver to the Admin istrative Agent
such documents and assurances to take such further action as the Administrative Agent may fro m t ime to t ime reasonably reques t in order to
carry out mo re effectively the intent and purpose of the Financing Docu ments and to establish, protect and perfect the rights and remedies
created or intended to be created in favor of the Secured Part ies pursuant to the Financing Documents.

                  SECTION 6.            PA YM ENT PROVISIONS; FEES.

                  6.1        Repayment of Principal .

                 (a)       The Bo rrowers shall repay the aggregate principal amount of the Construction Loans outstanding and such
Construction Loans shall mature on the Term Date (except to the extent that such Construction Loans are convert ed into Term Loans in
accordance with Section 2.2 hereof). The Construction Loan Co mmit ments shall automatically be reduced to zero at the close of business on
the Term Date.

                   (b)       The Borrowers shall repay the aggregate principal amount of the Term Loans outstanding on the dates (each such
date, a ― Principal Pay ment Date ‖) and in the applicable amounts set forth in Appendix B.

                  (c)      The Bo rrowers shall repay the aggregate principal amount of the Working Cap ital Loans outstanding and s uch
Working Capital Loans shall mature on the Working Cap ital Loan Maturity Date. The Working Capital Loan Co mmit ments shall
automatically be reduced to zero at the close of business on the Working Capital Loan Maturity Date.

                   6.2         Vo luntary Prepay ments . The Borrowers shall have the right to prepay the Term Loans after the Conversion Date,
without premiu m or penalty, in whole or in part at any time and fro m t ime to time on the following terms and conditions: (i) the Borrowers’
Agent shall give the Administrative Agent at the Notice Office at least three Business Days ’ prior written notice of its intent to prepay the
Loans, the aggregate principal amount of the prepayment, the Types of Loans to be prepaid and, in the case of Eurodollar Loan s, the specific
Borro wing or Bo rrowings pursuant to which made (wh ich notice the Admin istrative Agent shall pro mptly transmit to each of the Lenders); (ii)
such prepayment shall be in an aggregate principal amount of Five Hundred Thousand Dollars ($500,000) (or an integral mult iple of One
Hundred Thousand Dollars ($100,000) in excess thereof); (iii) prepay ments of a Eurodollar Loan may only be made pursuant to t his Section
6.2 on the last day of an Interest Period applicab le thereto, unless the Borro wer pays all amounts owing under Section 2.14 as a result of
prepaying such Eurodollar Loan on a day other than the last day of the Interest Period applicab le thereto; and (iv) each prep ay ment of Loans
pursuant to this Section 6.2 shall be applied to reduce the Schedu led Principal Pay ments in inverse chronological order of their due dates. The
Borro wers shall have the right to prepay the Working Cap ital Loans, without premiu m or penalty, any time in accordance with S ection 4.2(a)
and (d) of the Account Agreement.

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                    6.3      Mandatory Prepayments . The Borro wers shall make mandatory prepayments without premiu m or penalty of the
Loans as follows:

                   (a)       Project Document Claims . The Borrowers shall prepay the outstanding Loans (other than the Working Capital
Loans) to the extent required pursuant to Section 5.10. In addit ion, in the event that the Performance Guarantees are deemed satisfied pursuant
to Section 6.5.5.(b) of any EPC Contract, the Borro wers shall apply the amounts transferred fro m the Distribution Account pursuant to Section
4.12(c) o f the Account Agreement to the prepayment of the Loans (other than the Working Capital Loans) on the next Principal Pay ment Date
following the transfer of such amounts.

                  (b)        Loss Proceeds . The Borrowers shall prepay the outstanding Loans (other than the Working Cap ital Loans) to the
extent required pursuant to Section 5.11.

                  (c)        Dispositions . In the event of any Disposition (other than sales of ethanol and distiller ’s grain pursuant to the
Project Documents) where the Net Disposition Proceeds are equal to or greater than Five Hundred Thousand Dollars ($500,000), the Borrowers
shall prepay the outstanding Loans (other than the Working Capital Loans) in an aggregate principal amount equal to one hundred percent
(100%) of such Net Disposition Proceeds, such prepayment to be made no later than the date which is thirty (30) days after th e receipt of such
Net Disposition Proceeds.

                  (d)      ECF Sweeps . On each Principal Pay ment Date, the Borro wers shall prepay the Term Loans from amounts on
deposit in the ECF Sweep Account on such date (after giving effect to any deposits to be made on such date) pursuant to Sec tion 4.8, 4.9 or
4.10 of the Account Agreement.

                  (e)        Change of Control . On the first Principal Pay ment Date occurring after the date on which any Change of Control
shall have occurred, the Borro wers shall prepay the Loans in full.

                 (f)       Application . Each prepayment of Loans made pursuant to this Section 6.3 shall be applied to reduce the
remain ing Scheduled Principal Pay ments in inverse chronological order of their due dates.

                    6.4         Maturity Date . Notwithstanding anything to the contrary which may be contained in this Agreement, the
outstanding principal amount of (i) any Term Loans shall be repaid in full on the Term Loan Maturity Date and (ii) any Workin g Capital Loans
shall be repaid in fu ll on the Working Capital Loan Maturity Date.

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                   6.5        Method and Place of Pay ment . (a) Except as set forth in the follo wing sentence or as otherwise specifically
provided herein, all pay ments under this Agreement or any Note shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 11:00 a.m. (New York City time) on the date when due and shall be made in Dollars in immediately
available funds at the Payment Office as fo llo ws: BNP Paribas, ABA 026-007-689, Credit to Account: Loan Serv icing Clearing Account,
Account No. 103-130-00103, Reference: BFE Operating Co mpany LLC, Attention: NYLS Agency Support Team, or pursuant to such other
instructions as the Administrative Agent shall designate to the Borrowers ’ Agent in writing. Whenever any payment to be made hereunder or
under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension; provided that in
the event that the day on which any such payment relating to a Eurodollar Loan is due is not a Business Day but is a day of the month after
which no further Business Day occurs in such month, then the due date thereof shall be the next preceding Business Day.

                   (b)      W ith respect to any repayment of Loans pursuant to Section 6.1 or any mandatory prepayment of Loans pursuant to
Section 6.3, the Borrowers’ Agent may designate the Types of Loans which are to be repaid or prepaid and, in the case of Euro dollar Loans, the
specific Borro wing or Borrowings pursuant to which such Eurodollar Loans were ma de; provided , that (i) repay ments and prepayments of
Eurodollar Loans may only be made on the last day of an Interest Period applicable thereto unless all such Eurodollar Loans w ith Interest
Periods ending on or prior to such date of required repay ment or prepayment and all Base Rate Loans have been paid in full; (ii) if any
repayment or prepay ment of Eurodollar Loans made pursuant to a single Borro wing shall reduce the outstanding Loans made pursu ant to such
Borro wing to an amount less than One Million Do llars ($1,000,000), such outstanding Loans shall immediately be converted into Base Rate
Loans; and (iii) each repayment or p repayment of Loans made pursuant to a single Borro wing shall be applied pro rata among such Loans. In
the absence of a designation by the Borrowers’ Agent as described in the preceding sentence, the Administrative Agent shall, subject to the
above, make such designation in its sole discretion.

                  6.6        Co mputations . All co mputations of interest and Fees hereunder shall be made on the basis of a three hundred
sixty (360)-day year and the actual number of days elapsed; provided , that computations of interest on Base Rate Loans hereunder shall be
made on the basis of a three hundred sixty five (365)- or three hundred sixty six (366)-day year, as the case may be, and the actual number of
days elapsed.

                  6.7        Fees .

                  (a)        Co mmit ment Fee . The Borrowers agree to pay to the Admin istrative Agent, for the account of each Lender, a
commit ment co mmission (the ― Co mmit ment Fee ‖) for the Construction Loan Co mmit ments and the Working Cap ital Loan Commit ments,
computed at a rate equal to one half percent (0.50)% per annum on the daily average Unutilized Co mmit ment of such Lender d uring the period
commencing on the Signing Date and ending on the expiry of the Buffalo Lake Construction Loan Availability Period, the Pion eer Lake
Construction Loan Availability Period and the Working Capital Availability Period, as applicable. The accrued Co mmit ment Fee shall be due
and payable in arrears on each Quarterly Date.

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                   (b)       Additional Fees . The Borro wers agree to pay to the Administrative Agent and the Arranger, for their respective
accounts, such other fees as have been agreed to in writ ing by the Borrowers and such Persons, including but not limited, to the fees s pecified
in the Fee Letters.

                  6.8         Application of Pay ments; Sharing .

                  (a)      Subject to the provisions of this Section 6.8, the Administrative Agent agrees that promptly after its receipt of each
payment fro m or on behalf of the Borrowers in respect of any Obligations of the Borrowers hereunder, it shall p ro mptly distrib ute such
payment to the Lenders pro rata based upon their respective shares, if any, of the Ob ligations with respect to which such payment was
received.

                   (b)       Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by
realization upon security, by the exercise of the right of setoff or banker ’s lien, by counterclaim or cross action, by the enforcement of any right
under the Transaction Documents, or otherwise), wh ich, in any such case, is in excess of its ratable share of payments on acc ount of the
Obligations obtained by all Lenders, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty
fro m the other Lenders an interest in the Obligations of the Borrowers to such Lenders in such amount as shall result in a proportional
participation by all the Lenders in such amount; provided , however , that if all o r any portion of such excess amount is thereafter recovered
fro m such Lender, such purchase shall be rescinded and the purchase price restored to th e extent of such recovery, but without interest.

                   SECTION 7.            EVENTS OF DEFAULT AND REM EDIES.

                 7.1          Events of Default . The occurrence of any of the following events or circu mstances shall constitute an ― Event of
Default ‖ hereunder:

                  (a)      Any Borro wer shall fail to pay when due any principal or interest payable pursuant to any Note, any Unpaid
Drawing or any other amount payable pursuant to this Agreement or any other Financing Docu ment, in the case of principal wh en the same
becomes or shall be declared to be due and payable (whether prior to its stated maturity or otherwise), and in the case of in terest, within three
(3) Business Days after the same becomes or shall be declared to be due and payable; or

                   (b)      Any Bo rrower shall default in the payment when due of any principal of or interest on any of its other Indebtedness
beyond any period of grace specified therein, o r in the payment when due of any amount under any Hedging Agreement ; or any event specified
in any note, agreement, indenture or other document evidencing or relat ing to any such Indebtedness or any event specified in any Hedging
Agreement shall occur and continue if the effect of the occurrence and continuance of such ev ent is to cause or to permit the holder or holders
of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause such Indebtedness to become due, or to be prepaid in
full (whether by redemption, purchase, offer to purchase or otherwise), prior to its stated maturity or to have the interest rate thereon reset or, in
the case of a Hedging Agreement, to permit the payments owing under such Hedging Agreement to be liquidated as the result of the early
termination thereof; or

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                    (c)       Any representation, warranty or cert ification made (or deemed made) by or on behalf of any Borrower, BFE
Holdings, the Sponsor, any other Project Participant or any Affiliate of any thereof in this Agreement, any other Financing Do cument, or in any
notice or other certificate, agreement, docu ment, financial statement or other statement delivered pursuant hereto or thereto, shall prove to have
been false or misleading in any material respect when made or deemed made if such representation, warranty or certificat ion c ontinues to be
false or misleading in any material respect as of the date in question, and if the circu mstances that rendered such representation, warranty or
certification false or misleading shall be continuing for mo re than 30 days after any Authorized Officer o f the Borrower has knowledge thereof
or receives notice thereof fro m any Secured Party; or

                  (d)       Any Bo rrower shall fail to:

                            (i)       co mp ly with any term, covenant or provision set forth in Section 5.3 ( Maintenance of Existence; Conduct
of Business ), 5.9 ( Insurance ), 5.10 ( Events of Loss and Project Document Claims ), 5.12 ( Limitation on Liens ), 5.13 ( Indebtedness ), 5.15 (
Investments; Subsidiaries ), 5.16 ( Distributions ), 5.18 ( Location; Chief Executive Office; Records ), 5.24 ( Merger; Sales and Purchases of
Assets ), 5.25 ( Amendment of Transaction Documents; Additional Project Documents; Scope Change Orders; etc. ), 5.30 ( Security
Documents ), 5.31 ( Hedging Agreements; Risk Management Policy and Committee ), 5.33 ( Transfers and Issuances of Equity Interests ), or
5.34 ( Project Revenues ); or

                            (ii)       co mply with any terms, covenant or provision set forth in Section 5, but excluding those Sections included
in Section 7.1(d)(i), and such failure shall continue unremedied for thirty (30) days after such Borrower has actual knowledg e t hereof or
receives notice thereof fro m the Ad min istrative Agent or the Collateral Agent; or

                   (e)           Any Borro wer, BFE Hold ings or the Sponsor shall fail to co mply with or perfo rm any other agreement or covenant
contained in this Agreement or in any other Financing Docu ment and such failure (in the case of this Agreement and such other Financing
Document other than the Account Agreement and the Subordination Agreement) shall continue unremedied fo r 30 days; provided that, if (i)
such failure cannot be cured within such 30-day period, (ii) such failure is susceptible of cure, (iii) such Borrower, BFE Hold ings or the
Sponsor, as the case may be, is proceeding with diligence and in good faith to cure such failure, (iv) the existence of such failure does not
impair the Liens on the Collateral, (v) the existence of such failure has not had and cannot, after considering the nature of the propos ed cure, be
reasonably expected to have a Material Adverse Effect, and (vi) the Administrative Agent shall have received an Office r’s Cert ificate to the
effect of clauses (i), (ii), (iii), (iv) and (v) above and stating what actions such Borro wer, BFE Hold ings or the Sponsor, a s the case may be, is
taking to cure such failure, then the time within which such failure may be cured shall be extended to such date, not to exceed a total of 60 days
after the end of such 30-day period, as shall be necessary for such Borrower, BFE Ho ldings or the Sponsor, as the case may be, diligently to
cure such failure; or

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                  (f)      Any Borrower, BFE Holdings, the Sponsor (prio r to the Project Co mp letion Date), Carg ill, the Operator, the EPC
Contractor (only so long as any warranty obligations remain outstanding under any EPC Contract) or Delta-T (only so long as any warranty
obligations remain outstanding under any EPC Contract) shall ad mit in writ ing its inability to, or be generally unable to, pa y its debts as such
debts become due; or

                      (g)     Any Bo rrower, BFE Hold ings, the Sponsor (prior to the Pro ject Co mp letion Date), Carg ill, the Operator, the EPC
Contractor (only so long as any warranty obligations remain outstanding under any EPC Contract) or Delta -T (only so long as any warranty
obligations remain outstanding under any EPC Contract) shall (i) apply for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself o r of all or a substantial part of its Property, (ii) make a general ass ignment for the benefit of
its creditors, (iii) co mmence a voluntary case under or file a petit ion to take advantage of any Bankruptcy Law (as now or he reafter in effect),
(iv) fail to controvert in an appropriate manner within 60 days of the filing of, or acquiesce in writing to or file an answer ad mitting the material
allegations of any petition filed against it in an involuntary case under any Bankruptcy Law, (v) take any action for the pur pose of effect ing any
of the foregoing or (v i) take any action under any other applicable Laws wh ich would result in a similar or equivalent outcome as set forth in
subclauses (i) through (v) hereof; or

                     (h)       A proceeding or case shall be co mmenced, without the application or consent of any Borrower, BFE Ho ldings, the
Sponsor (prior to the Project Co mp letion Date), Cargill, the Operator, the EPC Contractor (only so long as any warranty obligations remain
outstanding under any EPC Contract) or Delta-T (only so long as any warranty obligations remain outstanding under any EPC Contract), in any
court of competent jurisdiction, seeking (i) its liquidation, reorganizat ion, dissolution or winding-up, or the composition or read justment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Pe rson or of all or any substantial part of its Property
or (iii) similar relief in respect of such Borrower, BFE Hold ings, the Sponsor or any such Project Part icipant under any Bank ruptcy Law, and
such proceeding or case shall continue undismissed, or an order, judg ment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of 60 or more days; or an order for relief against such Borrower, BFE Holdings, the
Sponsor or any such Project Participant shall be entered in an involuntary case under any Bankruptcy Law; or any proceeding or action shall be
commenced under any other applicable Laws which would result in a similar or equivalent outcome as set forth in subclauses (i ) through (iii)
hereof; or

                   (i)      A final judgment or judgments for the payment of money in excess of Two M illion Dollars ($2,000,000) in the
aggregate, shall be rendered by one or more courts, ad min istrative tribunals or other bodies having jurisdiction against any Borrower and the
same shall not be discharged (or provision satisfactory to the Required Lenders shall not be made for such discharge), or a s tay of execution
thereof shall not be procured, within th irty (30) days fro m the date of entry thereof and such Borrower shall not, within said period of thirty
(30) days, or such longer period during which execution of the