Exhibit 10.1

PHYSICAL COMMODITY INTERMEDIATION AGREEMENT

This PHYSICAL COMMODITY INTERMEDIATION AGREEMENT (this “Agreement”) is dated effective as of October 22, 2025 (the “Closing Date”), is entered into by and between VIVAKOR SUPPLY & TRADING, LLC, a Texas limited liability company (“Marketer”) and ______________, a ____________ limited liability company (“Wholesaler”). Marketer and Wholesaler may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, Marketer has requested that Wholesaler establish a trading facility under which Wholesaler may from time to time enter into one or more commodity buy/sell transactions proposed by Marketer; and

WHEREAS, Wholesaler intends to facilitate such transactions subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration as set forth herein (including the Master Netting Agreement), the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

Article I.

DEFINITIONS

I.01. Defined Terms. Unless otherwise defined herein, the following capitalized terms shall have the meanings set forth below in this Agreement:

“Affiliate” means, with respect to any Party, any other Person which is affiliated with such Person, and for the purposes hereof:

(a) two Persons will be considered to be affiliated with one another if one of them controls the other, or if both of them are controlled by a common third Person;

(b) one Person will be considered to control another Person if it has the power to direct or cause the direction of the management and policies of the other Person, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by virtue of the ownership of shares or other equity interests, the holding of voting rights or contractual rights, or otherwise; and

(c) notwithstanding the foregoing, the following Persons shall be deemed not to be Affiliates of the Marketer or its other Affiliates for any purposes: (A) Jorgan Development, LLC, a Louisiana limited liability company, JBAH Holdings, LLC, a Texas limited liability company, or Ballengee Holdings, LLC, a Texas limited liability company (the “Ballengee Family Office”), and (B) except for the Marketer, the direct and indirect Affiliates, members, partners, shareholders, subsidiaries, and portfolio companies (including any predecessor or successor thereof) of the Ballengee Family Office, and (C) except for Representatives of the Marketer, the direct and indirect officers, directors, managers, employees, contractors, agents, and representatives of the Ballengee Family Office, but excluding the Marketer and any Person that directly, or indirectly through one or more intermediaries, is controlled by the Marketer.

“Anti-Corruption Laws” means all Laws relating to bribery, money laundering and/or corrupt payments, such as the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1 et seq., and the UK Bribery Act of 2010, and the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1, et seq. (the “FCPA”).

“Anti-Terrorism Laws” means any Laws related to terrorism financing or money laundering including the Patriot Act, the Currency and Foreign Transactions Reporting Act (the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 dated effective September 24, 2001, as amended.

“Approved GTC Modifications” means, with respect to any GTCs, such modifications thereto as Wholesaler requires, acting as a Reasonably Prudent Operator, before Wholesaler will agree to incorporate such GTCs in a transaction to which Wholesaler is party.

“Business Day” means any weekday which is not a federal or Texas banking holiday.

“Collateral Control Agreement” means one or more Collateral Control Agreements with third parties substantially in the form and content set forth on Exhibit A.

“Commodities” means crude oil, natural gas liquids, and their constituent substances.

“Commodity Transactions” means First Leg Buy/Sell Transaction and Second Leg Buy/Sell Transactions accepted by Wholesaler.

“Confidential Information” means all information of a proprietary, intellectual or similar nature, including, but not limited to, technical, financial, economic, legal, engineering, geographic, geologic, environmental, operational, marketing, transportation, facilities, processing, information and data, including, but not limited to, surveys, engineering data, samples, proprietary software programs, economic evaluations and third party studies, whether factual or interpretative, relating to possible commercial opportunities between the Parties and/or their Affiliates involving any Commodity Transaction disclosed directly or indirectly, or acquired and exchanged between the Parties and their Affiliates, in written, oral, visual or electronic form. It shall include all information expressly marked as “Confidential”, “Proprietary”, or similarly identified, whether oral or written, that is provided to Wholesaler or Marketer, respectively. Marketer maintains exclusive ownership in the Confidential Information which it discloses hereunder and shall have the sole and absolute discretion to determine what, if any, information it will disclose to Wholesaler. “Confidential Information” shall also include the terms and conditions of this Agreement and the fact that discussions have occurred, are occurring, or will occur, the status of such discussions, the identity of Marketer and its Affiliates, and the fact that Confidential Information has or will be disclosed by the Marketer to Wholesaler. “Confidential Information” shall not include information which:

(d) is generally available in the public domain at the date of disclosure to the Wholesaler or which thereafter enters the public domain other than by any act or failure to act on the part of the Receiving Party;

(e) is already known to the Wholesaler;

(f) was lawfully acquired by the Wholesaler from a third party (as evidenced in the Wholesaler’s written records) if such third party is not known by the Wholesaler to be subject to any agreement with Marketer prohibiting such disclosure to Wholesaler; or

(g) is developed independently at any time by the Wholesaler without the use of Confidential Information, alone or in conjunction with a third party if such third party is not known by Wholesaler to be subject to any agreement with Marketer prohibiting such disclosure to Wholesaler.

“Credit Limit” means Forty Million and No/100s United States Dollars ($40,000,000.00 USD), inclusive of all issued and outstanding Credit Support for Commodity Transactions.

“Credit Support” means all cash, cash pre-payments, letters of credit, guaranties, surety bonds, and other property proffered or committed as collateral to secure the purchase of Commodities with Third Parties in First Leg Buy Transactions.

“Direct Claim” has the meaning set forth in Section 7.04(c).

“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, hypothecation, charge, claim, easement, right of way, encroachment, or other similar encumbrance.

“Event of Default” has the meaning set forth in Section 6.01.

“Final Purchaser” has its applicable meaning under and pursuant to the Laws of the state where such Commodities are produced.

“First Leg Buy Transaction” means an initial purchase transaction in which Wholesaler will purchase a specified volume of Commodities from a designated Third Party seller at a designated delivery point.

“First Leg Buy/Sell Transaction” means, collectively, the First Leg Buy Transaction and the First Leg Sell Transaction.

“First Leg Sell Transaction” means the initial sale transaction, concurrent with the First Leg Buy Transaction, in which the specified volume of Commodities would be immediately sold by Wholesaler to Marketer at the designated delivery point.

“First Purchaser Costs” means, on any day, without duplication, all direct out of pocket losses, costs and expenses incurred by, or amounts owed by, Wholesaler on or before such day that arise from taking, or causing to be taken, such steps as are necessary or appropriate to comply with any laws, rules, regulations, taxes (including severance taxes and division order payments) as a “first purchaser” of Commodities pursuant to one or more Transaction Requests accepted by Wholesaler pursuant to this Agreement.

“Force Majeure” means, with respect to any Commodity Transactions hereunder, means, with respect to any Commodity Transaction, “force majeure” as howsoever defined in the therein, including without limitation any GTCs incorporated or referenced therein, or as otherwise agreed between the parties to such Commodity Transaction. In the event that any third party asserts or claims force majeure with respect to any Commodity Transaction, or purports to assert or claim force majeure or serves notice thereof (together, a “Force Majeure Claim”), then without prejudice to the right of the recipient of a Force Majeure Claim to reject or challenge such Force Majeure Claim, the Parties shall accept for all purposes of this Agreement and for the purposes of all affected Commodity Transactions that the Force Majeure Claim be binding and treated as conclusive and indisputable.

“Fraud” means an actual and intentional misrepresentation, but not an omission of a material fact (excluding any assumptions) which constitutes common law fraud. For the avoidance of doubt, “Fraud” expressly excludes constructive fraud, equitable fraud, fraudulent inducement, and promissory fraud; provided, however that such actual and intentional fraud shall only be deemed to exist with respect to Marketer if any individual set forth in the definition of “Knowledge” as applied to Marketer had actual conscious awareness (as opposed to imputed, implied, or constructive knowledge, and without any duty or obligations of inquiry) that such representations and warranties, as qualified herein, were actually materially breached at the time made with the express intention that the other Party relies thereon to its detriment, such Party did actually rely upon to its detriment, and was unjustly deprived of something of material value.

“GAAP” means the most recent Generally Accepted Accounting Principles as published by the U.S. Financial Standards Accounting Board.

“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court of tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“GTCs” means General Terms & Conditions for the trading of physical commodities materially and substantially in the form and content set forth on Exhibit B.

“Hazardous Materials” means the following: hazardous substances; hazardous wastes; any petroleum-based contaminant; PCBs or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by- product material; and any other chemicals, wastes, materials, compounds, constituents or substances, subject to regulation as hazardous, toxic, a pollutant or a contaminant, or which can give rise to liability under any Laws.

“Indemnified Party” means a Party making a claim under Article VII.

“Indemnifying Party” means the Party against whom a claim is asserted under Article VII.

“Knowledge” means, (a) when used in a particular representation or warranty in this Agreement with respect to Marketer, the actual knowledge of James H. Ballengee, and (b) when used in a particular representation or warranty in this Agreement with respect to Wholesaler, the actual knowledge of Carlo DiMarco.

“Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, judgment, decree or rule of law of any Governmental Authority.

“Losses” means any and all actions, lawsuits, claims, proceedings, investigations, demands, judgments, orders, decrees, rulings, liens, assessments, levies, fines, penalties, costs, deficiencies, damages, liability, settlements, interest and awards, reasonable and documented fees and expenses, including reasonable attorney’s, accountant’s, investigator’s, and expert’s fees and expenses incurred by a Party in investigating or defending any of the foregoing or in connection with the enforcement of a Party’s rights under this Agreement or any agreement entered into in connection herewith.

“Master Netting Agreement” means that certain Master Netting Agreement by and between the Parties substantially and materially in the form and content set forth on Exhibit C.

“Material Adverse Effect” means any occurrence, condition, change, development, event or effect that, individually or in the aggregate, (i) is or would reasonably be expected to materially adversely affect Marketer or their business, taken as a whole, or (ii) prevents Marketer from consummating the transactions contemplated by this Agreement, including Force Majeure and a Release; provided, however, in no event shall any of the following, either alone or in combination with any other occurrence, condition, change, development, event or effect, constitute a Material Adverse Effect: any occurrence, condition, change, development, event or effect directly or indirectly resulting from (a) any change in economic conditions generally, including any change in markets for, or prices of, oil or natural gas, or other commodities or supplies; (b) any change in general regulatory, social or political conditions, including any acts of war, sabotage or terrorist activities, disease, global pathogen or pandemic, including, but not limited to, the COVID-19 pandemic, and governmental actions related to the same; (c) any change affecting any of the oil and natural gas transportation, distribution, storage, processing or sales industries, generally, or the target markets or systems of the Facilities in particular; (d) any change in the financial, banking, credit, securities or capital markets (including any suspension of trading in, or limitation on prices for, securities on any stock exchange or any changes in interest rates) or any change in the general national or regional economic or financial conditions; (e) any proposed or actual change in any Laws or generally accepted accounting principles; (f) any effects of weather (including any impact on customer use patterns), geological or meteorological events or other natural disaster; (g) any change caused by the pending sale of the Facilities to the Wholesaler, including changes due to the credit rating of any of the Wholesaler or their respective Affiliates; (h) any actions to be taken pursuant to or in accordance with this Agreement, or taken at the request of or with the consent of the Wholesaler; (i) the announcement or pendency of the transactions contemplated hereby; (j) the death, incapacitation, withdrawal, resignation, or involuntary termination of one or more employees staffing the Facilities prior to or in connection with the occurrence of Closing; and (k) any failure by the Marketer to meet internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period.

“Nomination Cutoff Date” means, with respect to any First Leg Buy Transaction, the date and time (if any) by which Wholesaler is required to provide its nominations to the Third Party thereunder for the next delivery for which nominations are then due or can then be made.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56, dated effective October 26, 2001.

“Person” means an individual, firm, partnership, body corporate or other legal entity, a government or any department or agency thereof, a trustee, any unincorporated organization or the heirs, executors, administrators or other legal representatives of an individual, as the case may be.

“Reasonable and Prudent Operator” means a Person seeking in good faith to perform its contractual obligations and, in so doing and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances and conditions as a physical commodity marketing firm.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the natural environment.

“Representatives” means, with respect to a Party, such Party’s directors, officers, employees, Affiliates and the directors, officers and employees of such Affiliates, professional consultants, advisors, attorneys, auditors, and lenders of such Party or its Affiliates.

“Second Leg Buy Transaction” means the transaction in which, subsequent to the First Leg Buy Transaction, Wholesaler will purchase from Marketer an equal volume of crude oil at a specified delivery point (which may be different from or the same as the delivery point under the First Leg Buy Transaction).

“Second Leg Buy/Sell Transaction” means, collectively, the Second Leg Buy Transaction and the Second Leg Sell Transaction.

“Second Leg Sell Transaction” means the transaction in which Wholesaler will sell to a third-party an equal volume of crude oil at a specified delivery point (which may be different from or the same as the delivery point under the First Leg Buy Transaction) arranged by Marketer.

“Security Agreement” means that certain Security Agreement, Financing Statement, and Assignment of Collateral by and between the Parties substantially and materially in the form and content set forth on Exhibit D.

“Third Party” means a non-Affiliate third party seller of Commodities or non-Affiliate third party purchaser of Commodities.

“Transaction Documents” means this Agreement, the Master Netting Agreement, the Security Agreement, the GTCs, and the Collateral Control Agreements.

Article II.

THE INTERMEDIATION FACILITY

II.01. The Facility. Subject to terms and conditions of this Agreement and the other Transaction Documents, Wholesaler and Marketer hereby a commodity trading intermediation facility relating to Commodity Transactions from time to time entered into by Wholesaler (the “Facility”), subject to the terms and conditions of this Agreement.

II.02. Fees and Payments. On a monthly basis, subject to Sections 2.03 and 2.04, Wholesaler will pay to Marketer an amount of money equal to the following:

II.03. Statements and Invoicing. Wholesaler shall provide a monthly statement to Marketer no later than the fifteenth (15th) day of the month for each prior month’s business; provided, however that if such day falls on a Saturday, Sunday or banking holiday, then payment shall be due on the last preceding Business Day. Each statement shall set forth at least the following minimum information regarding all Commodity Transactions for the preceding month: the date(s) of delivery of each Commodity Transaction; the location(s) of delivery; the volume(s); price(s); the specific gravity and gravity adjustments to the price(s) (where applicable); and the term(s) of payment to the Third Party purchaser or seller. Unless otherwise agreed, all amounts due and owing for the preceding month’s Commodity Transactions shall be due and payable by Wholesaler to Marketer by the twenty-fifth (25th) day of the month following the month in which the Services were performed; provided, however that if such day falls on a Saturday, Sunday or banking holiday, then payment shall be due on the last preceding Business Day. Marketer may dispute amounts on Wholesaler’s invoice within six (6) months of receipt thereof, and the Parties shall work in good faith to timely resolve any such disputes. If any undisputed amounts payable by Wholesaler to Marketer under this Agreement are not paid by the due date specified herein, Wholesaler shall pay interest on such past due amount(s) from the due date thereof until such sums are paid in full at the rate equal to the lesser of the prime rate as published in the current edition of The Wall Street Journal plus three percent (3%) or the maximum interest rate permitted by applicable law. Except as expressly provided herein, amounts due to Marketer from Wholesaler shall not be subject to deduction or set-off against any other agreement or obligation of Marketer or its Affiliates, whether or not to Wholesaler. Marketer shall have the right, upon commercially reasonable advance notice to Wholesaler, to obtain electronic or physical copies of all substantiating documents relating to each and every Commodity Transaction, for a period of one (1) year subsequent thereto.

II.04. Monthly True-up. With respect to all Commodity Transactions that complete delivery during any month, Wholesaler shall during the immediately following month prepare a monthly true-up calculation of all amounts (to the extent then determinable) that remain due and owing among the parties to such Commodity Transactions (a “Monthly True-up”), which shall include (to the extent then determinable) any First Purchaser Costs or other amounts that are due from Marketer to Wholesaler in respect of such Commodity Transactions; provided that, if any such amounts are not known or determinable at such time, such amount shall continue to be owing and shall become due when known or determined. To the extent that any amounts determined in such Monthly True-up are owing between Wholesaler and Marketer, Wholesaler may as part of its Monthly True-up effect payment and settlement of such amounts to the extent feasible by netting the same. Any portion that cannot so be netted shall remain due by the appropriate party. Wholesaler shall prepare a statement showing in reasonable detail its calculation of the Monthly True-up, any netting it has effected and any remaining amount due by either Marketer or Wholesaler, which shall be provided concurrently with the invoices contemplated in Section 2.03.

II.05. Master Netting Agreement. The Parties acknowledge and agree that each First Leg Sell Transaction and Second Leg Buy Transaction, whether or not documented by a confirmation, shall be a “Commodity Transaction”, and that this Agreement and each confirmation in respect of a First Leg Sell Transaction or a Second Leg Buy Transaction shall be an “Underlying Agreement”, for purposes of and (except as expressly provided herein) subject to the Master Netting Agreement. Furthermore, and for the avoidance of doubt, notwithstanding any other provision herein to the contrary, any and all references to “netting” under this Agreement shall be done pursuant to the Master Netting Agreement.

II.06. Other Determinations. If Wholesaler is or becomes bound by the determination or calculation of any quantity or amount under any of the Commodity Transactions that is inconsistent with any corresponding determination or calculation under such Commodity Transaction, Wholesaler shall notify Marketer of such inconsistency and, for all purposes of this Agreement and such Commodity Transaction, Marketer shall be bound by the quantity or amount so determined as binding on Wholesaler.

Article III.

NEGOTIATION, PRESENTATION, AND REVIEW OF COMMODITY TRANSACTIONS

III.01. General; Transaction Requests. From time to time, Marketer may request that Wholesaler enter into Commodity Transactions (each, a “Transaction Request”) in an aggregate amount not to exceed the Credit Limit from time to time. Following receipt of a Transaction Request, Wholesaler shall, promptly and in good faith, review such request and make a determination as to whether to accept or reject the proposed Transaction Request no later than two (2) Business Days after receipt. Marketer and Wholesaler shall be immediately and automatically obligated to consummate a First-Leg Buy/Sell Transactions and Second-Leg Buy/Sell Transactions, respectively upon Wholesaler’s acceptance of a Transaction Request.

III.02. Authority; Transaction Negotiations. Marketer may from time to time, in connection with Transaction Requests, disclose to Wholesaler the material terms of such proposed Commodity Transaction as are then under discussion with one or both of such third parties with respect to the price, quantity, delivery period or periods, Commodity grades, delivery and receipt points, and other material terms of the First Leg Buy/Sell Transaction and Second Leg Buy/Sell Transaction that are to comprise such Commodity Transaction; provided, that the foregoing shall not preclude Marketer from electing to terminate such negotiations. All such information is deemed to be Confidential Information pursuant to this agreement. Marketer may present the negotiated terms for each such First Leg Buy/Sell Transaction and Second Leg Buy/Sell Transaction to Wholesaler via email, in substantially complete form. Marketer shall not have any authority to bind Wholesaler to, or enter into on Wholesaler’s behalf, any First Leg Buy/Sell Transaction or Second Leg Buy/Sell Transaction and shall not represent to any third party that it has such authority.

III.03. Wholesaler Discretion. Without limiting the foregoing:

III.04. Rejected or Failed Transactions. If Wholesaler determines to reject a Transaction Request or, despite its determination to accept such Transaction Request, Wholesaler is unable to agree and enter into the proposed First Leg Buy Transaction and Second Leg Sell Transaction (and, if relevant, other related transactions), then Wholesaler and Marketer shall have no obligations or liabilities of any nature with respect to such Commodity Transaction Request and the proposed First Leg Buy Transaction and Second Leg Sell Transaction, and Wholesaler shall be solely and exclusively responsible for its costs and expenses with respect to such Commodity Transactions.

III.05. Title to Commodities; Flash Title Transfers. Wholesaler and Marketer acknowledge and agree that, as a result of the identical delivery and title transfer terms contained in a First Leg Buy Transaction and a Second Leg Buy Transaction and each related First Leg Sell Transaction and Second Leg Buy Transaction, the transfer of title and risk of loss thereunder shall occur on a simultaneous “flash title” basis such that, at each delivery point, at the moment in time when title and risk of loss to any quantity are transferred by a third party to Wholesaler under a First Leg Buy Transaction, title and risk of loss to that same quantity will be transferred from Wholesaler to Marketer under the related First Leg Sell Transaction, and at the moment in time when title and risk of loss to any quantity are transferred by Marketer to Wholesaler under a Second Leg Buy Transaction, title and risk of loss to that same quantity will be transferred from Wholesaler to the applicable Final Purchaser under the related Second Leg Sell Transaction, in each case without any further action by Wholesaler or any other Person. In no event shall any First Leg Buy Transaction or Second Leg Sell Transaction or related under the related First Leg Sell Transaction or under the related Second Leg Buy Transaction require or contemplate that Wholesaler shall hold title to any Commodities except solely for purposes of effecting a simultaneous “flash title” transfer as provided herein. Unless otherwise expressly agreed in writing by Wholesaler, delivery under each First Leg Buy Transaction and related under the related First Leg Sell Transaction shall occur at the delivery point specified in such First Leg Buy Transaction, and delivery under each Second Leg Sell Transaction and related under the related Second Leg Buy Transaction shall occur at the delivery point specified in such Second Leg Sell Transaction, and in each case on the basis (such as FOB, DAT, DAP or DES (Incoterms®) basis) that is specified in such First Leg Buy Transaction or Second Leg Sell Transaction. The Parties acknowledge that, as a result of such simultaneous “flash title” transfers, the care, custody and control of any Commodities shall be exclusively with the seller under a First Leg Buy Transaction at all times prior to such “flash title” transfer to Wholesaler and exclusively with Marketer at and from all times after the “flash title” transfer from Wholesaler to Marketer, and shall be exclusively with Marketer in connection with a Second Leg Buy Transaction at all times prior to “flash title” transfer to Wholesaler and exclusively with the final purchaser thereof at and from all times after the “flash title” transfer from Wholesaler to such final purchaser under the related Second Leg Sell Transaction.

III.06. Third Party Defaults. If, with respect to any Commodity Transaction, a third party fails to make delivery of any Commodities as and when required under the relevant First Leg Buy Transaction for any reason or take delivery of any Commodities as and when required under the relevant Second Leg Sell Transaction or fails to make any payment as and when due to Wholesaler under or in connection therewith (each, a “Third Party Default”), (i) at Marketer’s or Wholesaler’s request, the parties may cooperate in negotiating with such third party (and, if necessary, other affected parties) to effect a cure of its default and, if a cure that is satisfactory to the parties is agreed to with such Third Party (and, if necessary, other affected parties), then the terms of such Commodity Transaction shall be modified to reflect such cure, (ii) in the case of a failure to make delivery under a First Leg Buy Transaction, Marketer may promptly make or arrange for another Third Party to make delivery of such Commodities as required under such First Leg Buy Transaction, and (iii) in the case of a failure to take delivery under a Second Leg Sell Transaction, Marketer may promptly take or arrange for another Third Party to take delivery of such Commodities, provided that, in the case of clauses (ii) and (iii), any such other Third Party must satisfy all applicable requirements as provided in Section 3(b) above. Without limiting the foregoing, Marketer agrees that it will promptly, upon demand by Wholesaler, indemnify and hold Wholesaler harmless from and against any and all losses, claims, damages, liabilities and related expenses damages (including First Purchaser Costs) incurred or suffered by Wholesaler as a result of any such Third Party Default under a First Leg Buy Transaction (but for the avoidance of doubt not in respect of a Second Leg Sell Transaction).

III.07. Timing; Facility Wind-down. The date by which any accepted Commodity Transaction shall be expected to be fully delivered and settled shall be no later than the end of the Term; provided that, notwithstanding the Term, this Agreement and the other Transaction Documents shall continue and survive with respect to all Commodity Transactions with respect to any obligations that survive thereunder and each Party shall remain obligated to deliver all Commodities and make each payment applicable to it in accordance with each Commodity Transaction entered into prior to the end of the Term.

III.08. Forward Contract. Each Party stipulates and agrees that (a) each Commodity Transaction, subject to its GTCs and Approved GTC Modifications, is a “forward contract” as defined in the United States Bankruptcy Code, 11 U.S.C. §§101 et seq., as amended (the “U.S. Bankruptcy Code”); and (b) this Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the U.S. Bankruptcy Code. In addition, each Party represents that it is a “forward contract merchant” under Section 101(26), a “master netting agreement participant” under Section 101(38B) and/or “swap participant” under Section 101(53C) of the U.S. Bankruptcy Code and an “eligible contract participant” as defined in Section 1a (12) of the Commodity Exchange Act, 7 U.S.C. § 1, et seq., as amended.

III.09. Force Majeure. Notwithstanding any other writing to the contrary, including any contrary provisions in any GTCs governing a Commodity Transaction, neither Party shall be liable to the other for failure to perform any other obligations imposed pursuant to this Agreement or any Commodity Transaction for the time and to the extent such failure is occasioned by an event of Force Majeure. Failure to perform due to Force Majeure shall not extend the Term of this Agreement except to the extent necessary to comply with the provisions of this Section. The Party asserting the Force Majeure Claim shall take steps as a Reasonably Prudent Operator to ameliorate the cause of such Force Majeure and enable it to resume performance during the Term of this Agreement.

Article IV.

REPRESENTATIONS AND WARRANTIES

IV.01. Marketer Representations. Marketer represents and warrants to Wholesaler as follows:

IV.02. Wholesaler Representations. Wholesaler represents and warrants to Marketer as follows:

Article V.

COVENANTS

V.01. Marketer Covenants.

(i) Maintenance of Books & Records. Marketer will keep proper books of record and account in which full, true and correct entries in conformity with GAAP consistently applied and all Laws are made of all material dealings and Commodity Transactions.

(ii) Litigation and Other Notices. Furnish to Marketer written notice of the following promptly (and, in any event, within two (2) Business Days of the occurrence of):

(A) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(B) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any case, controversy, claim, cause of action, arbitration proceeding, or other proceeding, whether at law or in equity by or before any Governmental Authority, against it relating to this Agreement, the Transaction Documents, or any Commodity Transaction;

(C) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and

(D) any Lien (other than Permitted Liens) or claim that to its knowledge has been made or asserted against any of its property or assets.

(iii) Logistics Costs. Marketer shall be solely and exclusively responsible for the cost and expense of all freight, transportation, storage, tariffs, loading, transloading, offloading, terminaling, dispatch, demurrage, inspection and other costs and expenses incurred by Marketer or Wholesaler as a result of or in connection with the movement, handling, blending, transportation, and storage of Commodities pursuant to or for purposes of any Commodity Transactions, including any losses, costs and expenses resulting from any loss of or damage to Commodities handled, loaded, shipped, stored or delivered under any Commodity Transactions or any claims relating to the failure of such Commodities to meet specifications or other claims relating to the quality of such Commodities.

(i) No Liens on Commodities subject to Commodity Transactions. Marketer covenants and agrees that it will not (and it will not purport to) create, incur, assume, permit or suffer to exist any Lien upon any Commodity that is subject to any Commodity Transaction and will not permit any such Commodities to be included under any “borrowing base” or other comparable asset-based lending structure for any purposes.

V.02. Wholesaler Covenants.

(i) Maintenance of Books & Records. Wholesaler will keep proper books of record and account in which full, true and correct entries in conformity with GAAP consistently applied and all Laws are made of all material dealings and Commodity Transactions. Upon at least five (5) Business Days’ prior written notice, it will permit any representatives designated by Marketer to visit and inspect the financial records (other than the records of the board of directors or other equivalent governing body of Wholesaler) at its offices at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by Wholesaler to discuss its affairs, finances, accounts, prospects and condition with the representatives and advisors of Marketer (including independent accountants and consultants).

(ii) Litigation and Other Notices. Furnish to Marketer written notice of the following promptly (and, in any event, within two (2) Business Days of the occurrence of):

(A) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(B) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any case, controversy, claim, cause of action, arbitration proceeding, or other proceeding, whether at law or in equity by or before any Governmental Authority, against it relating to this Agreement, the Transaction Documents, or any Commodity Transaction;

(C) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and

(D) any Lien (other than Permitted Liens) or claim that to its knowledge has been made or asserted against any of its property or assets.

(iii) Maintenance of Existence. At all times preserve and keep in full force and effect (a) its corporate existence and (b) all rights, franchises, and permits material to its business.

(iv) Taxes. Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default; provided, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate governmental proceedings timely instituted and diligently conducted and it shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP.

(i) Transaction Requests. Notwithstanding anything to the contrary set forth in Article III, Wholesaler shall not deny or refuse any Transaction Request in a manner contrary to that of a Reasonably Prudent Operator.

Article VI.

EVENTS OF DEFAULT

VI.01. Standard of Performance. For all obligations arising under this Agreement, the applicable standard of performance shall be that of Reasonably Prudent Operator.

VI.02. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under this Agreement and entitles either Party to exercise remedies hereunder and under the Master Netting Agreement and/or the GTCs governing each Commodity Transaction, singularly or collectively, as such Party may elect in its sole discretion:

Article VII.

INDEMNIFICATION

VII.01. Indemnification by Marketer. Subject to the other terms and conditions of this Article VII, Marketer shall indemnify Wholesaler and its Affiliates, Representatives, successors, and assigns (collectively, the “Wholesaler Indemnified Parties”) from and against, and will compensate and reimburse the Wholesaler Indemnified Parties for, any and all Losses directly or indirectly incurred or sustained by, or imposed upon, any Wholesaler Indemnified Parties (regardless of whether or not such Losses relate to a Direct Claim or a Third Party Claim) based upon, arising out of, with respect to, or by reason of:

VII.02. Indemnification by Wholesaler. Subject to the other terms and conditions of this Article VII, Wholesaler shall indemnify Marketer and its Affiliates, Representatives, successors, and assigns (collectively, the “Marketer Indemnified Parties”) from and against, and will compensate and reimburse the Marketer Indemnified Parties for, any and all Losses directly or indirectly incurred or sustained by, or imposed upon, any Marketer Indemnified Parties (regardless of whether or not such Losses relate to a Direct Claim or a Third Party Claim) based upon, arising out of, with respect to, or by reason of:

VII.03. Limits on Indemnification.

VII.04. Indemnification Procedures.

VII.05. Exclusive Remedy. Subject to the other provisions of this Article VII, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all Direct Claims, including for any breach of any representation, warranty, covenant, agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth this Article VII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims, Direct Claims, and causes of action for any breach of any representation, warranty, covenant, agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates arising under or based upon any Law, except as contemplated pursuant to the indemnification provisions set forth in this Article VII, including the right to seek equitable or injunctive relief. MARKETER AND WHOLESALER FURTHER ACKNOWLEDGE AND AGREE THAT THE PAYMENT OF MONEY, AS LIMITED BY THE TERMS OF THIS AGREEMENT, SHALL BE ADEQUATE COMPENSATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT CONTAINED HEREIN OR FOR ANY OTHER DIRECT CLAIM ARISING IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT. AS THE PAYMENT OF MONEY SHALL BE ADEQUATE COMPENSATION, WHOLESALER AND MARKETER WAIVE ANY RIGHT TO RESCIND THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR TO SEEK ANY FORM OF EQUITABLE OR INJUNCTIVE RELIEF IN CONNECTION HEREWITH AND THEREWITH.

Article VIII.

MISCELLANEOUS

VIII.01. Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the negotiation and execution of this Agreement, the Transaction Documents, and all Commodity Transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

VIII.02. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.02):

VIII.03. Interpretation; Construction. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive, and (c) the words “herein”, hereof”, “hereby”, “hereto” and “hereunder refer to this Agreement as a whole. Unless context requires otherwise, references herein: (i) to Articles, Sections and Schedules mean the Articles and Sections of, and Schedules attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Each Party has been represented by counsel and this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

VIII.04. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

VIII.05. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

VIII.06. Entire Agreement. This Agreement, together with the Transaction Documents, constitutes the entire and complete agreement of the Parties with respect to the subject matter contemplated herein. No amendments or modifications of any of the terms or provisions of this Agreement or the Transaction Documents shall be binding on the other Party unless in writing and signed by both Parties.

VIII.07. Further Assurances. Each Party shall take all such further actions reasonably requested by the other Party and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party to carry out the purposes of the transactions contemplated hereby.

VIII.08. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

VIII.09. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

VIII.10. Relationship. This Agreement and the other Transaction Documents, including any arrangement to share profits, shall not be construed as creating a partnership, association, or joint venture between Wholesaler and Marketing. Neither Wholesaler nor Marketer shall have a relationship of principal and agent or employer and employee between them and neither Wholesaler nor Marketer shall have the authority to bind the other Party, as applicable. Each Party hereto stipulates and agrees that they shall be independent contractors of one another for all purposes under this Agreement and the Transaction Documents. No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third Person on behalf of the other Party, to assume, create, or incur any liability of any kind, express or implied, against or in the name of the other Party, or to otherwise act as the representative of the other Party, unless expressly authorized in writing by the other Party.

VIII.11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or the Transactions shall be brought and determined in any state or federal court in Dallas County, Texas, and each of the Parties irrevocably submits to the exclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement, and covenant and agree not bring suit with respect to any disputes arising out of this Agreement or the Transactions in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Parties to obtain execution of judgment in any other jurisdiction. EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE RIGHT TO DEMAND A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS, AND/OR THE TRANSACTIONS CONSUMMATED HEREBY AND WITH RESPECT TO ANY COUNTERCLAIM RELATED THERETO.

VIII.12. Texas Finance Code. In no event shall Chapter 346 of the Texas Finance Code apply to this Agreement, the Facility, or any obligation hereunder or thereunder. To the extent that Chapter 303 of the Texas Finance Code is applicable hereto, the “weekly ceiling” specified in such article is the applicable ceiling; provided that, if any applicable law permits greater interest, the law permitting the greatest interest shall apply.

VIII.13. Security Agreement. The Marketer’s performance of its obligations hereunder is secured by (a) a lien and security interest in the Collateral as set forth in the Security Agreement, coupled with a power of sale. The Wholesaler, its successors and assigns, is entitled to all the rights, benefits, and security provided in the Transaction Documents.

VIII.14. Counterparts; Execution Method. This Agreement may be executed and delivered in multiple counterparts, including via electronic means such as facsimile, email, scan, and/or DocuSign®, it being the express intent of the Parties that such Agreement delivered by electronic methods shall have the same force and effect as if it was an original hard copy thereof, all of which shall be considered one and the same agreement.

VIII.15. No Third-Party Beneficiaries. Except for the provisions of Article VII (which are intended to be for the benefit of the Persons identified therein) and as otherwise provided in this Section 8.15, the terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other person; provided that only the Wholesaler and Marketer (and their respective successors and assigns) will have the right to enforce the provisions of this Agreement on its behalf or on behalf of any of its related indemnitees (but shall not be obligated to do so). The Parties agree, to the fullest extent permitted by Law, that none of their respective Affiliates, or agents shall have any liability or responsibility whatsoever under this Agreement to any other Party or its respective Affiliates, Representatives, or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise).

[Signature pages follow; the remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, this Agreement has been executed and entered into by the authorized representatives of the of the Parties on the dates set forth below, but to be effective as of the Closing.

Signature Page to Physical Commodity Intermediation Agreement

EXHIBIT A

THE COLLATERAL CONTROL AGREEMENT

[See attached.]

EXHIBIT B

THE GTCs

[See attached.]

EXHIBIT C

THE MASTER NETTING AGREEMENT

[See attached.]

EXHIBIT D

THE SECURITY AGREEMENT

[See attached.]