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Termination Date, subject to subsection c. below. With respect to such vested OperatingUnits, Member shall be entitled to the same rights, privileges and benefits as all otherMembers of applicable Company that own Operating Units prior to or following the TerminationDate and shall be treated indefinitely as if he were still an active employee of theapplicable Company. In the event that such Operating Units convert to Value Units inaccordance with the applicable Company Agreement, the converted Value Units shall remainfully vested and non-forfeitable.     b. Value Units. A number of Value Units that have been granted to the Memberprior to the Termination Date shall become vested such that in the aggregate fifty percent(50%) of such Value Units shall become vested and non-forfeitable for a period oftwenty-four (24) months following the Termination Date, subject to subsection c. below andsubject to the satisfaction of applicable performance conditions in the Company Agreements.With respect to such vested Value Units, for such twenty-four (24) month period Member shallbe entitled to the same rights, privileges and benefits as all other Members of applicableCompany (other than Acquisition III LLC) that own Value Units prior to or following theTermination Date. Upon the completion of such twenty-four (24) month period, in the eventthat (i) an Exit Event has not yet occurred, and (ii) no definitive agreement shall be ineffect regarding a transaction, which, if consummated, would result in an Exit Event, thenall Value Units granted to Member shall be forfeited and of no further benefit to Member (itbeing understood that in the event that such forfeiture does not occur as a result of theoperation of clause (ii) of this Section 1(b) but the definitive agreement referred to insuch clause (ii) subsequently terminates without consummation of an Exit Event, then theforfeiture of all of the Value Units shall thereupon occur).     c. In the event that the Member breaches any provision of the Separation Agreement(including, for the avoidance of doubt, the provisions of the Amended and RestatedEmployment Agreement between the Member and CVR Energy, dated December 29, 2007 that survivethe execution of the Separation Agreement), all Operating Units and Value Units that havebeen granted to the Member shall be forfeited as of the date of such breach.     2. Capitalized Terms. Any capitalized term used herein which is not defined hereinshall be ascribed the meaning given to such term in the applicable Company Agreement.     3. Controlling Agreement; Other Provisions to Remain in Effect. To the extent of anyconflict between this LLC Unit Agreement and the Company Agreements or any other agreement betweenthe parties hereto, the terms and conditions of this LLC Unit Agreement shall control. Except tothe extent modified by this LLC Unit Agreement, the Company Agreements are not affected hereby andcontinue in full force and effect in accordance with their original terms.     4. Authority. Each party hereby represents and warrants to the other party that: (a)it has the power, legal capacity, and authority to enter into and perform its obligations underthis LLC Unit Agreement, and no approvals or consents of any persons are necessary in connectiontherewith; and (b) the execution and delivery of this LLC Unit Agreement has been duly authorizedby its respective directors, managers or other governing body in full compliance with itsorganizational and governing documents. Each of the individuals executing this LLC Unit Agreementon behalf of the parties hereby represents and warrants to the other party that such
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individual has been duly authorized and has full authority to execute this LLC Unit Agreementfor the party on whose behalf such individual is signing.     5. Governing Law; Venue. This LLC Unit Agreement shall be construed and enforced inaccordance with, and governed by, the laws of the State of Delaware, without giving effect to itsconflicts of law principles. Each of the parties hereto irrevocably and unconditionally consentsto submit to the exclusive jurisdiction of the courts of Kansas (collectively the “**SelectedCourts**”) for any action or proceeding relating to this LLC Unit Agreement, agrees not to commenceany action or proceeding relating thereto except in the Selected Courts, and waives any forum orvenue objections to the Selected Courts.     6. Severability. In the event any provision herein is held by a court of competentjurisdiction to be invalid or unenforceable, then such invalid or unenforceable provision shall bereformed to the least extent possible to make the same valid and enforceable or, if no suchreformation is possible, then such invalid or unenforceable provision shall be stricken from thisLLC Unit Agreement without affecting the validity or enforceability of the remainder of this LLCUnit Agreement.     7. Notices. Any notice which is necessary, required or desired to be given hereundershall be in writing and shall be given in accordance with the notice provisions set forth in theCompany Agreements.     8. Successors and Assigns. This LLC Unit Agreement shall be binding on, and shallinure to the benefit of, the parties and their respective heirs, legal representatives, successorsand assigns.     9. Multiple Counterparts. This LLC Unit Agreement may be executed in any number ofseparate counterparts, each of which will be deemed to be an original, but which together willconstitute one and the same instrument.[signature page follows]
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     IN WITNESS WHEREOF, each party hereto has caused this LLC Unit Agreement to be duly executedas of the effective date written above.       “**Member**” COFFEYVILLE ACQUISITION, LLC         /s/ James T. Rens By:/s/ John J. Lipinski        JAMES T. RENS  Authorized Signatory           John J. Lipinski           Printed Name           CEO             Title             COFFEYVILLE ACQUISITION II, LLC           By:/s/ John J. Lipinski           Authorized Signatory           John J. Lipinski           Printed Name           CEO             Title             COFFEYVILLE ACQUISITION III, LLC           By:/s/ John J. Lipinski           Authorized Signatory           John J. Lipinski           Printed Name           CEO             Title