0001144204-10-061600 Sample Contracts

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 17th, 2010 • BioFuel Energy Corp. • Industrial organic chemicals • Delaware

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of __________, 20[__] is entered into by and among BioFuel Energy Corp., a Delaware corporation (the “Company”), and certain holders of securities of the Company party to this Agreement (collectively, the “Investor Parties”).

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FORM OF AMENDED AND RESTATED VOTING AGREEMENT
Adoption Agreement • November 17th, 2010 • BioFuel Energy Corp. • Industrial organic chemicals • Delaware

AMENDMENT AND RESTATEMENT to the Voting Agreement among BioFuel Energy Corp., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule I attached hereto (including, with their permitted transferees or assigns, collectively, the “Stockholders”) dated as of September 24, 2010 (the “Original Voting Agreement”), is entered into as of [ ], 2010 (this “Agreement”)

Contract
Letter Agreement • November 17th, 2010 • BioFuel Energy Corp. • Industrial organic chemicals • New York

AMENDMENT AND RESTATEMENT to the Rights Offering Letter Agreement among Greenlight Capital, LP, Greenlight Capital Qualified, LP, Greenlight Capital (Gold), LP, Greenlight Capital Offshore Partners, Greenlight Capital Offshore Master (Gold), Ltd., Greenlight Reinsurance, Ltd., Third Point Loan LLC and BioFuel Energy Corp. dated as of September 24, 2010 (the “Original ROLA”), is entered into as of [ ], 2010 (this “Letter Agreement”).

FORM OF AMENDED AND RESTATED VOTING AGREEMENT
Adoption Agreement • November 17th, 2010 • BioFuel Energy Corp. • Industrial organic chemicals • Delaware

AMENDMENT AND RESTATEMENT to the Voting Agreement among BioFuel Energy Corp., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule I attached hereto (including, with their permitted transferees or assigns, collectively, the “Stockholders”) dated as of September 24, 2010 (the “Original Voting Agreement”), is entered into as of [ ], 2010 (this “Agreement”)

FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIOFUEL ENERGY, LLC THE LLC INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES...
Limited Liability Company Agreement • November 17th, 2010 • BioFuel Energy Corp. • Industrial organic chemicals • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BioFuel Energy, LLC (the “LLC” or the “Company”), is made as of [ ], 20[10], among the Members (as defined below).

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