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CVR Partners, LP
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October 31, 2025
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1.
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With respect to the Primary Common Units, when (a) the Partnership has taken all necessary action to approve the issuance of such Primary Common Units, and (b) such Primary Common Units have been issued and
delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Partnership upon payment of the consideration therefor provided for therein, such Primary Common Units will be
duly authorized and validly issued under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), and purchasers of the Primary Common Units will have no obligation to make further payments for their purchase of
Primary Common Units or contributions to the Partnership solely by reason of their ownership of the Primary Common Units or their status as limited partners of the Partnership, except for their obligation to repay any funds wrongfully
distributed to them or as they otherwise may have agreed.
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CVR Partners, LP
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October 31, 2025
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2.
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With respect to the Preferred Units, when (a) the Partnership has taken all necessary action to approve the issuance of such Preferred Units, the terms of the offering thereof and related matters and caused
the Partnership Agreement to be amended to reflect the terms of the Preferred Units and (b) such Preferred Units have been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar
agreement approved by the Partnership upon payment of the consideration therefor provided for therein, such Preferred Units will be duly authorized and validly issued under the Delaware LP Act, and purchasers of the Preferred Units will
have no obligation to make further payments for their purchase of Preferred Units or contributions to the Partnership solely by reason of their ownership of the Preferred Units or their status as limited partners of the Partnership, except
for their obligation to repay any funds wrongfully distributed to them or as they otherwise may have agreed.
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3.
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With respect to the Rights and Warrants, when (a) the Partnership has taken all necessary action to approve the creation of and the issuance and terms of such Rights and Warrants, the terms of the offering
and related matters and (b) the Rights and Warrants have been issued and delivered in accordance with the terms of the applicable warrant agreement, rights agreement or similar agreement approved by the Partnership, and upon payment of any
consideration therefor provided for therein and in any applicable definitive purchase, underwriting or similar agreement approved by the Partnership, then the Rights and Warrants will constitute valid and legally binding obligations of the
Partnership in accordance with their respective terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws relating
to or affecting creditors’ rights and remedies generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and comity, (iii) public policy and applicable law
relating to fiduciary duties and indemnification or (iv) any implied covenants of good faith and fair dealing.
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4.
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With respect to the Debt Securities and related Guarantees, when (a) an indenture substantially in the form of the Indenture has been duly authorized and validly executed and delivered by the Issuers, the
Subsidiary Guarantors and the trustee thereunder, (b) the Issuers and Guarantors have taken all necessary action to approve the issuance and terms of such Debt Securities and related Guarantees in accordance with the terms of the Indenture,
including, if applicable, the execution and delivery of a Supplemental Indenture Document by the Issuers, and, as applicable, the Subsidiary Guarantors and the trustee thereunder, (c) the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, and (d) such Debt Securities and related Guarantees have been duly executed, authenticated, issued and delivered in accordance with the terms of the applicable Indenture and the applicable definitive
purchase, underwriting or similar agreement approved by the Issuers and the Subsidiary Guarantors upon payment of the consideration therefor provided for therein, such Debt Securities and Guarantees will, when issued, constitute valid and
legally binding obligations of the Issuers or the Subsidiary Guarantors, as applicable, enforceable against the Issuers or the Subsidiary Guarantors, as applicable, in accordance with their terms, except as the enforceability thereof is
subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws relating to or affecting creditors’ rights and remedies generally, (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law) and comity, (iii) public policy and applicable law relating to fiduciary duties and indemnification or (iv) any implied covenants of good faith
and fair dealing.
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CVR Partners, LP
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October 31, 2025
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5.
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With respect to the Secondary Common Units, the Secondary Common Units have been duly authorized and validly issued under the Delaware LP Act, and purchasers of the Secondary Common Units have no obligation
to make further payments for their purchase of Secondary Common Units or contributions to the Partnership solely by reason of their ownership of the Secondary Common Units or their status as limited partners of the Partnership, except for
their obligation to repay any funds wrongfully distributed to them or as they otherwise may have agreed.
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Very truly yours,
/s/ Baker Botts L.L.P. |