HYDROGEN PURCHASE AND SALE AGREEMENT

This Hydrogen Purchase and Sale Agreement is entered into and effective as of the [DATE] (“Effective Date”), by and between [COMPANY], a [STATE] limited liability company (“Refinery Company”), and [COMPANY], a [STATE] limited liability company (“Fertilizer Company”).

RECITALS

Refinery Company owns and operates the petroleum refinery located at [CITY], [STATE], which refinery is shown on Exhibit A hereto (including a recently constructed and operating hydrogen plant and any additions or other modifications made thereto from time to time, the “Refinery”).

Fertilizer Company owns and operates the nitrogen fertilizer complex located adjacent to the Refinery, shown on Exhibit A hereto (including any additions or other modifications made thereto from time to time, and which are collectively referred to herein as the “Fertilizer Plant”).

Refinery Company wishes to sell and Fertilizer Company wishes to purchase a fixed volume of Hydrogen per month that is produced by the Refinery.

Refinery Company has been delivering and Fertilizer Company has been purchasing Hydrogen from the Refinery since [DATE].

In consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

The following terms have the meanings set forth below, unless the context otherwise dictates, both for purposes of this Agreement and all Exhibits hereto:

“Agreement” means this Hydrogen Purchase and Sale Agreement and the Exhibits hereto, all as the same may be amended, modified or supplemented from time to time.

“Capital Costs” or “CC” has the meaning given such term in Exhibit B.

“Committed Volume” means the minimum monthly volume of Hydrogen set forth in Exhibit “B” that Refinery Company is required to deliver and sell to Fertilizer Company and Fertilizer Company is required to receive and purchase from Refinery Company unless otherwise detailed in the Agreement.