CORRECTION: CVR Energy Discloses Reverse Termination Fee Of Up To $252M In Event Of Insufficient Funding To Acquire Marathon Assets; Marathon Sellers' Termination Fee May Be Up To 5% Of Purchase Price For Willful Breach Of Agreement

Termination. The Purchase Agreement contains termination rights for the Company and the Sellers, including if the Acquisition Closing has not occurred within 270 days after execution of the Purchase Agreement, subject to extension to as late as 360 days after execution in specified circumstances relating to antitrust approvals or casualty restoration. Upon termination in specified circumstances, the Company may be required to pay a reverse termination fee equal to (i) 2% of the aggregate base purchase price, or $84 million, for failure of the antitrust closing conditions by the applicable outside date, including following the Company’s permitted rejection of a Burdensome Condition; (ii) 6%, or $252 million, for the Company’s Willful Breach (as defined in the Purchase Agreement) or a qualifying failure to close because required financing is not obtained or funded; or (iii) 4%, or $168 million, for other specified failures to close. The reverse termination fees are not cumulative. The MPC Sellers (as defined in the Purchase Agreement) may be required to pay the Company a termination fee equal to 5% of the aggregate base purchase price for the Sellers’ Willful Breach or 4% for other specified failures to close. The Purchase Agreement also provides for specific performance in certain circumstances, subject to the conditions and limitations set forth therein.