Confidential Treatment Requested by Innophos Holdings, Inc.

Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Exhibit 10.1

Execution Version

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “ Agreement ”) is made and entered into as of June 29, 2018 (the “ Signing Date ”), by and among PCS Sales (USA), Inc., a Delaware Corporation (“ PCSS ”), PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“ PCSN ” and collectively with PCSS, “ PCS ”), and Innophos, Inc., a Delaware corporation (“ Innophos ”). PCSS, PCSN and Innophos are each referred to as a “ Party ” and collectively as the “ Parties .”

RECITALS

A. Innophos owns and operates a phosphoric acid production facility in Geismar, Louisiana (the “ Innophos Geismar Plant ”) which is located adjacent to the phosphoric acid production facility of PCS located in Geismar, Louisiana (the “ PCS Geismar Plant ”).

B. The Parties are parties to that certain Amended and Restated Acid Purchase Agreement, dated March 23, 2000 (the “ MGA Supply Agreement ”), pursuant to which PCS supplies merchant green acid (“ MGA ”) and sulfuric acid to Innophos.

C. The Parties are parties to that certain Amended & Restated Purified Wet Phosphoric Acid Supply Agreement, dated March 23, 2000 (the “ PPA Supply Agreement ”), pursuant to which PCS supplies purified wet phosphoric acid (“ PPA ”) to Innophos, which PPA Supply Agreement is scheduled to terminate on July 29, 2018.

D. The Parties desire to terminate the MGA Supply Agreement subject to the terms and conditions set forth in this Agreement and the MGA Supply Agreement Addendum (defined below), and to make alternative arrangements for their respective ongoing operations and supply needs.

E. Concurrently with the execution of this Agreement, the Parties have executed and delivered, or caused to be executed and delivered, the (i) MGA Supply Agreement Addendum, (ii) Transitional PPA Supply Agreement, (iii) New MGA Supply Agreement, (iv) New PPA Supply Agreement, (v) New Services Agreement, (vi) Steam Boiler Bill of Sale, (vii) Sulfuric Acid Tank Bill of Sale, (viii) Track Mobile Bill of Sale, (ix) MGA Tank Lease, (x) Rail Spur Agreement, (xi) Parking Lot Lease Agreement, (xii) the Servitude Agreement, (xiii) Raw River Water System Bill of Sale and (xiv) Sulfuric Acid Supply Agreement.

AGREEMENTS

Intending to be legally bound, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

“ AA Sulfuric ” has the meaning set forth in Section  4.2(a) .

“ Actual Pipeline Construction Cost Share ” has the meaning set forth in Section  5.2(d) .

“ Affiliate ” of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

“Agreement” has the meaning set forth in the preamble.

Confidential Treatment Requested by Innophos Holdings, Inc.

“ Ancillary Agreements ” means the MGA Supply Agreement Addendum, Transitional PPA Supply Agreement, New MGA Supply Agreement, New PPA Supply Agreement, New Services Agreement, Steam Boiler Bill of Sale, Sulfuric Acid Tank Bill of Sale, Track Mobile Bill of Sale, MGA Tank Lease, Rail Spur Agreement, Parking Lot Lease Agreement, Sulfuric Acid Supply Agreement, Servitude Agreement, Raw River Water System Bill of Sale and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by PCS or Innophos in connection with the consummation of the transactions contemplated by this Agreement, in each case only as applicable to the relevant party or parties to such Ancillary Agreement, as indicated by the context in which such term is used.

“ Aurora MGA ” means MGA produced at the Aurora Plant.

“ Aurora Plant ” means the phosphoric acid production facility operated by PCS Phosphate Company, Inc. in Aurora, North Carolina.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks are authorized or required to be closed in Chicago, Illinois, New York, New York or Geismar, Louisiana.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any new Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline, Order or directive (whether or not having the force of law) by any Governmental Authority.

“ Claims ” has the meaning set forth in Section  8.1 .

“ Closure Date ” means the date PCS shall no longer be required to provide Geismar MGA or accept Raffinate under the MGA Supply Agreement, which date means (a) with respect to a Primary Conditional Shutdown, the date agreed upon by the Parties pursuant to Section  2.2(a) , (b) with respect to a Secondary Conditional Shutdown, December 17, 2018 and (c) with respect to a Maintenance Shutdown, the date of the Maintenance Shutdown.

“ Conditions ” means (a) the commissioning and operationalization of the Innophos Pipeline and (b) the building of, and receipt of the Permits listed on Schedule 1.1(a) for the operation of, the Innophos Deep Wells.

“ Condition Determination Date ” means November 26, 2018.

“ Conditional Shutdown ” has the meaning set forth in Section  2.2 .

“ Consents ” means consents, novations, approvals, authorizations, requirements (including filing and registration requirements), transfers, waivers or notices.

“ Estimated Construction Cost Payment ” has the meaning set forth in Section  5.2(d) .

“ Existing Services Agreement ” means the Geismar Complex Services Agreement between PCS and Innophos, dated as of December 12, 1989.

“ Expenses ” means all reasonable and documented out-of-pocket fees, costs and expenses incurred or to be incurred by PCS or Innophos, as applicable, in performing the tasks and obligations described in Schedule 1.1(b) .

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Confidential Treatment Requested by Innophos Holdings, Inc.

“ Force Majeure ” has the meaning set forth in Section  10.1 .

“ Further Assurance Claims ” has the meaning set forth in Section  8.1 .

“ Geismar MGA ” means the MGA produced at the PCS Geismar Plant and delivered by PCS to Innophos pursuant to the terms of the MGA Supply Agreement (as modified by the MGA Supply Agreement Addendum).

“ Governmental Authority ” means any government or political subdivision or regulatory body, whether federal, state, local or foreign, or any agency, bureau, board, commission, department or instrumentality of any such government or political subdivision or regulatory authority, or any federal state, local or foreign court or tribunal or arbitral body.

“ Honeywell ” means Honeywell International Inc.

“ Honeywell Dock ” means the dock that is owned and maintained by Honeywell and used by PCS to service the PCS Geismar Plant.

“ Innophos ” has the meaning set forth in the preamble.

“ Innophos Deep Wells ” has the meaning set forth in Section  5.1 .

“ Innophos Geismar Plant ” has the meaning set forth in the Recitals.

“ Innophos Pipeline ” has the meaning set forth in Section  5.2 .

“ Innophos Releasing Parties ” has the meaning set forth in Section  8.1 .

“ Knowledge ” means (a) with respect to PCS, the actual knowledge of Susan Jones, Raef Sully, Jessica DeMonte, Richard Holder or Stephen Villar and (b) with respect to Innophos, the actual knowledge of Mark Santangelo, Ryan Harris or Michael Lestino, and, in each case, the knowledge such individuals would have acquired in the exercise of reasonable inquiry.

“ LAA ” means low alkali purified wet phosphoric acid.

“ Law ” means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority.

“ Lien ” means any mortgage, lien, pledge, encumbrance, security interest, claim, charge, defect in title or other restriction.

“ Losses ” has the meaning set forth in Section  9.1(a) .

“ Maintenance Shutdown ” has the meaning set forth in the MGA Supply Agreement Addendum.

“ MGA ” has the meaning set forth in the Recitals.

“ MGA Supply Agreement ” has the meaning set forth in the Recitals.

“ MGA Supply Agreement Addendum ” means the addendum to the MGA Supply Agreement of even date herewith, attached as Exhibit A .

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Confidential Treatment Requested by Innophos Holdings, Inc.

“ MGA Tank Lease ” means the lease agreement attached as Exhibit B .

“ Mutually Released Claims ” has the meaning set forth in Section  8.1 .

“ New MGA Supply Agreement ” means the contract between the Parties (or their respective Affiliates) for the supply of Aurora MGA entered into concurrently with this Agreement, a copy of which is attached as Exhibit C .

“ New PPA Supply Agreement ” means the Purified Wet Phosphoric Acid Supply Agreement, by and between Innophos and PCSS, made effective July 30, 2018, a copy of which is attached as Exhibit D .

“ New Services Agreement ” means the contract between the Parties (or their respective Affiliates) entered into concurrently with this Agreement pursuant to which PCS will provide certain ongoing services to Innophos after the Termination Date, a copy of which is attached as Exhibit E .

“ Order ” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

“ Parking Lot Lease Agreement ” means the lease agreement attached as Exhibit F .

“ Party ” and “ Parties ” have the meaning set forth in the preamble.

“ PCS ” has the meaning set forth in the preamble.

“ PCS Dock ” means the floating dock owned by PCS and located next to the Honeywell Dock.

“ PCS Geismar Plant ” has the meaning set forth in the Recitals.

“ PCS Releasing Parties ” has the meaning set forth in Section  8.1 .

“ PCSN ” has the meaning set forth in the preamble.

“ PCSS ” has the meaning set forth in the preamble.

“ Permits ” means all governmental approvals, authorizations, certifications, consents, variances, permissions, licenses, directives, registrations, qualifications, and permits, to or from, or filings, notices, or recordings to or with a Governmental Authority.

“ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity.

“ Pipeline Construction Costs ” has the meaning set forth in Section  5.2(d) .

“ PPA Supply Agreement ” has the meaning set forth in the Recitals.

“ Primary Conditional Shutdown ” has the meaning set forth in Section  2.2(a) .

“ Proceeding ” means any action, suit or legal, civil, criminal, administrative, arbitration, mediation or other alternative dispute resolution proceeding.

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Confidential Treatment Requested by Innophos Holdings, Inc.

“ Raffinate ” means the dilute phosphoric and sulfuric acid stream separated from purified phosphoric acid.

“ Rail Spur Agreement ” means the agreement attached as Exhibit G .

“ Raw River Water System ” has the meaning set forth in Section  4.5 .

“ Raw River Water System Bill of Sale ” has the meaning set forth in Section  4.5 .

“ Representation Claims ” has the meaning set forth in Section  8.1 .

“ Secondary Conditional Shutdown ” has the meaning set forth in Section  2.2(b) .

“ Servitude Agreement ” means the agreement attached as Exhibit N .

“ Signing Date ” has the meaning set forth in the preamble.

“ Steam Boiler Bill of Sale ” has the meaning set forth in Section  4.1(a) .

“ Steam Boiler Equipment ” has the meaning set forth in Section  4.1(a) .

“ Sulfuric Acid Supply Agreement ” means the agreement attached as Exhibit H .

“ Sulfuric Acid Tank Bill of Sale ” has the meaning set forth in Section  4.2(a) .

“ Sulfuric Acid Tank Equipment ” has the meaning set forth in Section  4.2(a) .

“ Transitional PPA Supply Agreement ” means the contract between the Parties (or their respective Affiliates) for the temporary supply of PPA, a copy of which is attached as Exhibit I .

“ T-5 Tank ” has the meaning set forth in Section  4.2(a) .

“ Termination Date ” means (i) the date on which the Termination Payment is delivered to Innophos in connection with a Conditional Shutdown or a Maintenance Shutdown in accordance with the terms and conditions of this Agreement or (ii) in the absence of a Conditional Shutdown or a Maintenance Shutdown in accordance with the terms and conditions of this Agreement, the date on which the MGA Supply Agreement, as modified by the MGA Supply Agreement Addendum, terminates in accordance with its terms.

“ Termination Payment ” has the meaning set forth in Section  2.4(a) .

“ Track Mobile ” has the meaning set forth in Section  4.4 .

“ Track Mobile Bill of Sale ” means the bill of sale attached as Exhibit J .

“ Transferred Equipment ” has the meaning set forth in Section  4.2(a) .

“ TWIC ” means Transportation Worker Identification Credential.

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Confidential Treatment Requested by Innophos Holdings, Inc.

ARTICLE 2: TERMINATION

2.1 MGA Supply Agreement Addendum . As of the Signing Date, the MGA Supply Agreement Addendum shall take effect, and, except as set forth in the MGA Supply Agreement Addendum, PCS shall continue to operate and maintain the PCS Geismar Plant, and fulfill its obligations to Innophos under the MGA Supply Agreement, as modified by the MGA Supply Agreement Addendum, until the Termination Date. Subject to the terms and conditions of the MGA Supply Agreement Addendum, on the Termination Date, the MGA Supply Agreement (as modified by the MGA Supply Agreement Addendum) shall terminate automatically, without any notice or other action by the Parties.

2.2 Conditional Shutdown . PCS may shut down the PCS Geismar Plant in accordance with the provisions of this Section  2.2 (a “ Conditional Shutdown ”).

(a) If the Parties mutually agree that the Conditions have been satisfied prior to the Condition Determination Date, (i) the Parties shall cooperate in good faith to agree upon a Closure Date that is (A) as soon as reasonably practicable, provided that in no event shall the Closure Date be earlier than 21 days following the date upon which the Conditions have been satisfied unless otherwise mutually agreed by the Parties, and (B) no later than December 17, 2018 (and use reasonable best efforts to coordinate the shutdown of the PCS Geismar Plant in accordance with a sequencing plan to be agreed upon and that provides for a shutdown of the PCS Geismar Plant no later than December 17, 2018), (ii) PCS shall make the Termination Payment pursuant to the terms of Section  2.4(a) within four days after the Closure Date and in no event later than December 21, 2018, and (iii) upon receipt of the Termination Payment by Innophos, the release of Claims set forth in Section  8.1 will become effective without further action of the Parties. A Conditional Shutdown in accordance with this Section  2.2(a) , shall be referred to as a “ Primary Conditional Shutdown ”.

(b) If as of the Condition Determination Date the Conditions have not been satisfied, (i) the Closure Date shall be December 17, 2018 (and the Parties shall use reasonable best efforts to coordinate the shutdown of the Geismar Plant in accordance with a sequencing plan to be agreed upon and that provides for a shutdown of the PCS Geismar Plant no later than December 17, 2018), (ii) PCS shall make the Termination Payment pursuant to the terms of Section  2.4(a) within four days after the Closure Date and in no event later than December 21, 2018 and (iii) upon receipt of the Termination Payment by Innophos, the release of Claims set forth in Section  8.1 will become effective without further action of the Parties. A Conditional Shutdown in accordance with this Section  2.2(b) , shall be referred to as a “ Secondary Conditional Shutdown ”.

2.3 Maintenance Shutdown .

(a) Within four days after a Maintenance Shutdown, PCS shall make the Termination Payment pursuant to the terms of Section  2.4(a) . Upon receipt of the Termination Payment by Innophos, the release of Claims set forth in Section  8.1 will become effective without further action of the Parties.

2.4 Payment and Expenses .

(a) In consideration for Innophos agreeing to the termination of the MGA Supply Agreement and entering into the Transitional PPA Supply Agreement and New MGA Supply Agreement, PCS shall pay, or shall cause to be paid within the time periods specified in Sections 2.2 and 2.3 , by bank wire transfer of immediately available funds to an account designated by Innophos in writing to PCS, [***] (the “ Termination Payment ”), in accordance with the terms of this Agreement. The mutual release contemplated under Section  8.1 shall take effect only upon payment by PCS and receipt by Innophos of the Termination Payment in accordance with Sections 2.2 and 2.3 , as applicable.

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Confidential Treatment Requested by Innophos Holdings, Inc.

(b) The Parties agree that the Expenses set forth on Schedule 1.1(b) will be borne by each of PCS and by Innophos in the proportions set forth on Schedule 1.1(b) . Within 30 days of PCS or Innophos incurring Expenses, PCS or Innophos, as applicable, shall invoice the other Party for such other Party’s portion of the Expenses and the other Party shall pay the invoices within 30 days after receipt of such invoice.

(c) On or prior to the Termination Date, PCS shall pay to Innophos the Advance Payment (as defined in the MGA Supply Agreement) in the amount of $500,000.00.

ARTICLE 3: SUBSTITUTE SUPPLY AND SERVICE ARRANGEMENTS

3.1 New MGA Supply Agreement and New PPA Supply Agreement . The Parties have executed the New MGA Supply Agreement, which will become effective on the Closure Date, and the New PPA Supply Agreement, which will become effective on July 30, 2018.

3.2 New Services Agreement . The Parties have executed the New Services Agreement. On the Termination Date, the Existing Services Agreement will, without any notice or other action by the Parties, terminate, and the New Services Agreement will take effect.

3.3 Honeywell Services Agreement; Honeywell Dock Agreement . PCS shall (a) cooperate with Innophos and Honeywell with respect to Innophos and Honeywell entering into a contract for Honeywell to provide to Innophos directly those services Honeywell currently provides to Innophos which are covered by the Existing Services Agreement and (b) cooperate with Innophos in seeking to obtain for Innophos the dock access rights required to operate the Innophos Geismar Plant, provided that in each case PCS shall not be obligated to incur any out-of-pocket costs or expenses in connection with such cooperation unless Innophos agrees to reimburse PCS in full for such costs or expenses.

3.4 MGA Storage Tanks . PCS will permit Innophos to use MGA storage tanks to store MGA for a maximum period of 12 months following the Closure Date, pursuant to the MGA Tank Lease. Following the Closure Date, PCS shall clean such MGA storage tanks and use its reasonable best efforts to complete such cleaning within 30 days of the Closure Date.

ARTICLE 4: TRANSFERRED EQUIPMENT ; PHOSPHATE ROCK

4.1 Transfer of Steam Boiler .

(a) The Parties have executed the bill of sale attached as Exhibit K hereto (the “ Steam Boiler Bill of Sale ”), pursuant to which PCS shall transfer and assign to Innophos, free of charge, all of PCS’s right, title and interest in and to the equipment described on Schedule 4.1(a)(i) (the “ Steam Boiler Equipment ”) effective as of the earlier of (i) the date that is 14 days after Innophos receives its permits to operate the Steam Boiler Equipment, (ii) the date on which the Steam Boiler Equipment is physically removed from PCS’s property and (iii) such other time as Innophos and PCS agree in writing. Innophos shall be responsible for hiring and engaging a contractor to relocate the Steam Boiler Equipment from the PCS Geismar Plant to the Innophos Geismar Plant, the costs of which shall be borne by the Parties in accordance with Schedule 1.01(b) , and PCS shall permit Innophos and such contractor reasonable supervised access to the PCS Geismar Plant at times mutually agreed by the Parties, to permit Innophos to take possession of the Steam Boiler Equipment.

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Confidential Treatment Requested by Innophos Holdings, Inc.

(b) PCS shall use its reasonable best efforts to continue to operate the Steam Boiler Equipment and provide process steam to Innophos in quantities that are comparable to the quantities historically provided by PCS to Innophos and at the rate currently charged by PCS, from the Closure Date until the Termination Date.

(c) Except as expressly provided in this Section  4.1 , effective as of the effective date of the Steam Boiler Bill of Sale, as determined in accordance with Section  4.1(a) above (or such other time as agreed to by the Parties in writing), Innophos shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due all liabilities and obligations relating to the Steam Boiler Equipment.

4.2 Transfer of Sulfuric Acid Tank .

(a) Innophos and PCS’s Affiliate, AA Sulfuric Corporation (“ AA Sulfuric ”), have executed the bill of sale attached hereto as Exhibit L (the “ Sulfuric Acid Tank Bill of Sale ”), pursuant to which, effective as of the Termination Date, AA Sulfuric shall transfer and assign to Innophos all of its right, title and interest in and to the sulfuric acid tank (the “ T-5 Tank ”) and other equipment described on Schedule 4.2(a) (the “ Sulfuric Acid Tank Equipment ” and, together with the Steam Boiler Equipment, the Track Mobile and the equipment transferred pursuant to the Raw River Water System Bill of Sale, the “ Transferred Equipment ”). Notwithstanding the foregoing, PCS and its Affiliates shall have no obligation to relocate the Sulfuric Acid Tank Equipment unless otherwise agreed in writing by PCS and Innophos. Prior to the transfer of ownership of the Sulfuric Acid Tank Equipment, PCS shall fill the T-5 Tank with a volume of sulfuric acid agreed upon by the Parties. Within 30 days following the date of the transfer, PCS shall deliver to Innophos an invoice for the amount paid by PCS for the sulfuric acid in the T-5 Tank at the time of the transfer, and Innophos shall pay the invoice within 30 days after receipt of such invoice.

(b) Following the transfer of the Sulfuric Acid Tank Equipment, PCS will have no further responsibility for the supply of sulfuric acid to Innophos, and Innophos will assume all responsibility for the purchase and delivery of sulfuric acid. Innophos agrees to provide PCS reasonable notice of any planned shipments of sulfuric acid to the T-5 Tank and to comply with PCS’s schedule of barge and vessel traffic.

(c) Except as provided in the New Services Agreement, effective as of the Closure Date (or such other time as PCS and Innophos agree in writing), Innophos shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due all liabilities and obligations relating to the Sulfuric Acid Tank Equipment.

4.3 Phosphate Rock . On or about July 1, 2018, PCS will place an order under its existing contract for 72,000 short tons of phosphate rock for arrival at the PCS Geismar Plant on or about October 1, 2018. Upon receipt, PCS will take the amount of such order that it requires for its operations in accordance with its anticipated obligations under the MGA Supply Agreement (as amended by the MGA Supply Agreement Addendum), and will redirect the shipment of the balance of the order, if any, at Innophos’s cost, to Innophos’s plant in Coatzacoalcos, Mexico (any such redirection must be coordinated with Innophos). PCS will provide notice of the amount of phosphate rock to be shipped to Mexico together with the cost thereof, which shall be calculated pro rata based on the cost of the July 1, 2018 order. Innophos shall pay the amount set out in such notice within 30 days. If a subsequent shipment is necessary in order to for PCS to continue to produce MGA at the PCS Geismar Plant in accordance with its anticipated obligations under the MGA Supply Agreement (as amended by the MGA Supply Agreement Addendum), PCS will notify Innophos in advance of such order and the same procedures described herein with respect to the first order shall apply.

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Confidential Treatment Requested by Innophos Holdings, Inc.

4.4 Track Mobile . PCS will transfer its track mobile (the “ Track Mobile ”) to Innophos, free of charge, effective as of the Termination Date, pursuant to the Track Mobile Bill of Sale.

4.5 Raw River Water System . PCS will transfer its raw river water supply system (the “ Raw River Water System ”) to Innophos, free of charge, effective as of the Termination Date, pursuant to the bill of sale attached hereto as Exhibit O (the “ Raw River Water System Bill of Sale ”). As consideration for the transfer of the Raw River Water System, Innophos hereby agrees that it will use commercially reasonable efforts to provide raw river water from the Raw River Water System to Honeywell’s clarified water system in the event that such clarified water system requires a back-up water supply for a temporary period of time. Innophos is only obligated to provide raw river water from the Raw River Water System that is in excess of its own production demands.

ARTICLE 5: DEEP WELL AND PIPELINE INSTALLATION

5.1 Deep Well Installation . Innophos shall, or shall contract with a third-party contractor to, install and make operational as soon as practicable deep wells that are suitable for the disposal of Raffinate (the “ Innophos Deep Wells ”). Innophos shall be solely responsible for matters related to the installation and operation of the Innophos Deep Wells, including all costs and expenses associated with installation and maintenance. PCS agrees to provide Innophos with reasonable assistance with the process of obtaining any Permits necessary for the installation and operationalization of the Innophos Deep Wells. The Parties agree that PCS shall have no obligations with respect to the installation of the Innophos Deep Wells and PCS shall have no liability for Losses incurred by Innophos or any third party in connection with the installation of the Innophos Deep Wells.

5.2 Pipeline Installation .

(a) Innophos shall (i) engage a third-party contractor to install and make operational a new pipeline (the “ Innophos Pipeline ”) to be owned by Innophos for transporting MGA from the Honeywell Dock to MGA storage tanks at the Innophos Geismar Plant, in accordance with the design specifications set forth on Exhibit M , (ii) closely monitor the installation of the Innophos Pipeline, (iii) timely pay its share of all undisputed invoices of third-party contractors responsible for the installation, (iv) provide direction to such third-party contractor on a timely basis, and (v) execute any required change orders in connection with the installation of the Innophos Pipeline.

(b) PCS shall oversee the work of the contractor engaged by Innophos to install the Innophos Pipeline and make it operational. PCS shall (i) grant Innophos, its contractors and their respective agents reasonable access to construct the Innophos Pipeline and make it operational, (ii) closely monitor the installation of the Innophos Pipeline, (iii) timely pay its share of all undisputed amounts owed to Innophos pursuant to Section  5.2(d) , and (iv) notify Innophos within three Business Days after becoming aware of any circumstances that could reasonably cause a delay in the installation of the Innophos Pipeline.

(c) Provided that PCS complies with its express obligations under this Section  5.2 with respect to the installation of the Innophos Pipeline, PCS shall have no liability for Losses incurred by Innophos or any third party in connection with the installation of the Innophos Pipeline.

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(d) In connection with the installation and operationalization of the Innophos Pipeline and in furtherance of PCS’s obligations under Section  2.4(b) with respect to the allocation of construction costs for the third-party contractor engaged by Innophos to install and make operational the Innophos Pipeline (the “ Pipeline Construction Costs ”), PCS shall pay to Innophos $416,667.00 per month commencing July 1, 2018 until September 30, 2018 (the “ Estimated Construction Cost Payment ”). The Estimated Construction Cost Payment represents a pro-rated amount of PCS’s share of the anticipated Pipeline Construction Costs. In the event PCS’s share of the actual aggregate Pipeline Construction Costs allocated in accordance with Schedule 1.1(b) (the “ Actual Pipeline Construction Cost Share ”) exceeds the aggregate Estimated Construction Cost Payments made by PCS, Innophos shall invoice PCS for the difference and PCS shall pay the invoices within 30 days after receipt of such invoice; provided , however , that in no event shall the Actual Pipeline Construction Cost Share exceed $2,000,000. In the event the Actual Pipeline Construction Cost Share is less than the aggregate Estimated Construction Costs Payments made by PCS, Innophos shall pay such difference to PCS within 30 days after the receipt by Innophos of the final invoice of the contractor engaged to install the Innophos Pipeline and make it operational.

5.3 Pipeline Permits . Innophos shall as soon as reasonably practicable apply for all Permits necessary to commission and operationalize the Innophos Pipeline and pay for all associated fees. PCS agrees to provide reasonable assistance with the process of obtaining TWIC credentials and Permits. Innophos acknowledges, understands and agrees that no delays or denials with respect to Permits shall excuse Innophos from fulfilling its remaining obligations under this Agreement or any Ancillary Agreement.

5.4 Progress Updates . PCS and Innophos shall each provide the other Party reasonable updates on the satisfaction of the Conditions on no less than a monthly basis. In the event either Party believes that the other Party is failing to comply with its obligations under Section  5.2 , such Party shall promptly notify the other Party of the basis for the alleged non-compliance; provided that (subject to Section  8.3 ) a failure to provide such notice shall in no way limit a Party’s rights under this Agreement.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF PCS

PCS represents and warrants to Innophos as follows:

6.1 Existence and Good Standing . Each of PCSN and PCSS is duly formed, validly existing and in good standing under the Laws of the State of Delaware.

6.2 Power . Each of PCSN and PCSS has the power and authority to execute, deliver and perform fully its obligations under this Agreement and the Ancillary Agreements.

6.3 Enforceability . The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of PCSN and PCSS and constitute the valid and legally binding obligations of each of PCSN and PCSS enforceable against PCSN and PCSS in accordance with their terms.

6.4 No Conflict . Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by PCS of its obligations hereunder or thereunder will violate or conflict with PCSN’s or PCSS’s articles of incorporation, certificate of limited partnership, bylaws, limited partnership agreement or other organizational documents, as applicable, or any Law or Order.

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6.5 Consents . Except as set forth on Schedule 6.5 , to the Knowledge of PCS, no Consent of any third party or Governmental Authority is required in connection with the execution and delivery by PCSN and PCSS of this Agreement or the Ancillary Agreements or the consummation by PCS of the transactions contemplated hereby or thereby. To the Knowledge of PCS, PCS has not received any notices from any third party or Governmental Authority indicating that any Consent is required in connection with the execution and delivery by PCSN and PCSS of this Agreement or the Ancillary Agreements or the consummation by PCS of the transactions contemplated hereby or thereby.

6.6 Title . PCS has good and marketable title to, or valid and enforceable leasehold interests in, all of the Transferred Equipment, in each case free and clear of all Liens.

6.7 Representations Complete . Except as to those matters covered by the representations and warranties in this Agreement, (i) PCS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) TO INNOPHOS, (ii) THE TRANSFERRED EQUIPMENT IS BEING CONVEYED ON AN “AS-IS, WHERE-IS” AND “WITH ALL FAULTS” BASIS, AS THE SAME EXIST AS OF THE DATE OF TRANSFER AND CONVEYANCE OF TITLE TO THE EQUIPMENT, (iii) PCS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONSENTS OR PERMITS (A) REQUIRED BY INNOPHOS TO OPERATE THE TRANSFERRED EQUIPMENT OR OTHERWISE REQUIRED BY INNOPHOS IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (B) REQUIRED BY INNOPHOS ARISING OUT OF OR RELATING TO THE TRANSFER OF THE RAW RIVER WATER SYSTEM, and (iv) PCS hereby disclaims all liability and responsibility for any representation, warranty, statement, or information not included herein that was made, communicated, or furnished (orally or in writing) to Innophos or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to Innophos by any director, officer, employee, agent, consultant, or representative of PCS). Innophos acknowledges that it has conducted a complete inspection of the Transferred Equipment.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF INNOPHOS

Innophos hereby represents and warrants to PCS as follows:

7.1 Existence and Good Standing . Innophos is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware.

7.2 Power . Innophos has the power and authority to execute, deliver and perform fully its obligations under this Agreement and the Ancillary Agreements.

7.3 Enforceability . The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Innophos and constitute the valid and legally binding obligations of Innophos enforceable against Innophos in accordance with their terms.

7.4 No Conflict . Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by Innophos of its obligations hereunder or thereunder will violate or conflict with Innophos’s articles of incorporation, bylaws, or other organizational documents of Innophos, or any Law or Order.

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7.5 Consents . Except as set forth on Schedule 7.5 , to the Knowledge of Innophos, no Consent of any third party or Governmental Authority is required in connection with the execution and delivery by Innophos of this Agreement or the Ancillary Agreements or the consummation by Innophos of the transactions contemplated hereby or thereby. To the Knowledge of Innophos, Innophos has not received any notices from any third party or Governmental Authority indicating that any Consent is required in connection with the execution and delivery by Innophos of this Agreement or the Ancillary Agreements or the consummation by Innophos of the transactions contemplated hereby or thereby.

7.6 Representations Complete . Except as to those matters covered by the representations and warranties in this Agreement, (i) INNOPHOS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) TO PCS, (ii) INNOPHOS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONSENTS OR PERMITS REQUIRED BY PCS IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, and (iii) Innophos hereby disclaims all liability and responsibility for any representation, warranty, statement, or information not included herein that was made, communicated, or furnished (orally or in writing) to PCS or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to PCS by any director, officer, employee, agent, consultant, or representative of Innophos).

ARTICLE 8: RELEASE; CLAIMS

8.1 Mutual Release . Effective as of the Termination Date, Innophos and its Affiliates, employees, directors, officers, representatives, agents, predecessors, successors and assigns (collectively the “ Innophos Releasing Parties ”), on the one hand, and PCS and its Affiliates, employees, directors, officers, representatives, agents, successors, and assigns (collectively, the “ PCS Releasing Parties ”), on the other hand, hereby mutually and fully, finally and forever release, hold harmless, discharge and acquit one another and one another’s equity holders, irrevocably and unconditionally, of, from and with respect to any and all accounts, actions, agreements, causes of action, charges, claims, complaints, contracts, costs, counterclaims, covenants, damages, debts, defenses, demands, duties, expenses, fees, injuries, interest, judgments, liabilities, losses, obligations, penalties, promises, reimbursements, remedies, rights, sums of money, suits and torts, of any kind or character whatsoever, based upon any fact or circumstance, whether at law, in equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, matured or unmatured, absolute or contingent, determined or determinable, that the Innophos Releasing Parties or the PCS Releasing Parties, or anyone claiming through or under them, had, has or may have had arising out of, or relating to, the MGA Supply Agreement (as modified by the MGA Supply Agreement Addendum) or the existing Services Agreement (collectively, “ Claims ”); provided , that if a third party (including any government authority) other than one affiliated with a PCS Releasing Party or an Innophos Releasing Party brings a claim against an Innophos Releasing Party or a PCS Releasing Party, then such Innophos Releasing Party or PCS Releasing Party may bring an indemnification claim against the other party to the extent such third party claim relates to a purported violation of environmental Law caused by such other party or its Affiliates; provided , further that the PCS Releasing Parties and Innophos Releasing Parties agree that neither the Innophos Releasing Parties nor the PCS Releasing Parties shall be permitted to bring any claim against the other party for liabilities or costs incurred or to be incurred in connection with claims or allegations by the United States Environmental Protection Agency (“ USEPA ”) or Louisiana Department of Environmental Quality (“ LDEQ ” ) against any PCS Releasing Party or any Innophos Releasing Party in connection with the USEPA’s RCRA enforcement initiative directed against the

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phosphoric acid industry (titled “National Enforcement Initiative: Reducing Pollution from Mineral Processing Operations”, wherein the PCS Geismar Plant was inspected by the USEPA on February 9-13, 2004, and on April 4, 2005, resulting in a Resource Conservation Recovery Act (“ RCRA ”) Compliance Evaluation Inspection Report dated April 20, 2005, and the Innophos Geismar Plant was inspected on February 10-13, 2004, resulting in a Compliance Evaluation Inspection Report dated May 5, 2005), including any settlement by any of the PCS Releasing Parties or Innophos Releasing Parties (or each of their respective Affiliates) of claims or allegations made by USEPA as part of the RCRA enforcement initiative (the “ Mutually Released Claims ”). Both the Innophos Releasing Parties and the PCS Releasing Parties represent that they have made no assignment or transfer of any Mutually Released Claim. Effective as of Termination Date, the Innophos Releasing Parties and the PCS Releasing Parties irrevocably covenant to refrain from, directly or indirectly, asserting or enforcing any Mutually Released Claim, or commencing, instituting or causing to be commenced, any Proceeding of any kind against the other based upon any matter purported to be released hereby. Effective as of the Termination Date, the Innophos Releasing Parties and PCS Releasing Parties further irrevocably covenant to refrain from, directly or indirectly, asserting or enforcing any claim of any sort against the other relating to this Agreement; provided that (subject to Section  8.3 ) until the date that is 12 months from the Termination Date, the Parties shall be permitted to bring claims for (w) breach of representation or warranty indemnifiable pursuant to Section  9.1 (“ Representation Claims ”), (x) failure to pay the amounts owed under Sections 2.4 , 4.2(a) , 4.3 or 5.2 and (y) failure to comply with Sections 3.4 or 5.2(b)(i) of this Agreement (the claims referenced in clauses (x) and (y), “ Covenant Claims ”) and (z) failure to comply with Section  10.2(b) hereof (claims referenced in clause (z), “ Further Assurance Claims ”); provided , further , that following the date that is 12 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Representation Claims and Covenant Claims and following the date that is 24 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Further Assurance Claims. Notwithstanding the foregoing, if a claim is properly asserted under this Agreement prior to the expiration of the applicable survival period set forth in this Section  8.1 , then the applicable representation, warranty, covenant or agreement relating to such claim and the applicable Party’s indemnification obligations under Section  9.1 with respect thereto shall survive solely for purposes of such claim until the final resolution thereof. The Parties acknowledge, understand and agree that the foregoing release and covenant not to sue shall not adversely affect a Party’s ability to, directly or indirectly, assert or enforce any claim after the date hereof relating to the Transitional PPA Supply Agreement, New MGA Supply Agreement, New PPA Supply Agreement, New Services Agreement, MGA Tank Lease, Rail Spur Agreement, Parking Lot Lease Agreement, Steam Boiler Bill of Sale, Sulfuric Acid Tank Bill of Sale, Track Mobile Bill of Sale, Sulfuric Acid Supply Agreement, Raw River Water System Bill of Sale or Servitude Agreement.

8.2 Notwithstanding anything in this Agreement to the contrary, the Parties agree that if, prior to the Termination Date, PCS has materially breached (i) the MGA Supply Agreement (as modified by the MGA Supply Agreement Addendum) by failing to (a) undertake the Geismar Maintenance (as defined in the MGA Supply Agreement Addendum), (b) supply P2O5 or (c) accept Raffinate, in each case in accordance with the terms and conditions of the MGA Supply Agreement, as amended by the MGA Supply Agreement Addendum, or (ii) the Existing Services Agreement by failing to provide services and such failure results in a shutdown of the Innophos Geismar Plant for at least 30 consecutive calendar days, or any of the Innophos Releasing Parties files any Proceedings against any of the PCS Releasing Parties, then (w) the foregoing releases and covenant not to sue shall not take effect, (x) PCS shall be released from any payment obligations under Section  2.4(a) , (y) the MGA Supply Agreement will remain effective through July 31, 2021 (or July 31, 2031, if extended by Innophos) and each party will retain all rights and remedies under the MGA Supply Agreement, and (z) PCS may immediately terminate this Agreement and any or all Ancillary Agreements, other than the New PPA Supply Agreement.

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8.3 Subject to the releases, covenant not to sue and survival periods referenced in Section  8.1 , if Innophos believes in good faith that PCS has breached any of its obligations under this Agreement, then (a) Innophos shall provide written notice to PCS specifying in reasonable detail the nature of the alleged breach as soon as reasonably practicable after Innophos becomes aware of the alleged breach, and (b) PCS shall have three Business Days to commence cure of such alleged breach and seven Business Days (from the date PCS received notice) to cure such breach. Innophos may not assert or enforce any claim with respect to any alleged breach unless PCS fails to commence cure of such alleged breach within three Business Days following PCS’s receipt of the notice delivered pursuant to the foregoing sentence or cure such alleged breach within seven Business Days following PCS’s receipt of the notice delivered pursuant to the foregoing sentence.

ARTICLE 9: REMEDIES

9.1 Indemnification .

(a) PCS shall, for 12 months following the Termination Date, indemnify and hold harmless Innophos and its officers, directors, employees, agents and Affiliates from and against any and all third party losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including reasonable attorneys’ fees) and disbursements (collectively “ Losses ”) based upon, arising out of or otherwise in respect of any inaccuracies in or any breach of any representation or warranty of PCS contained in Article 6 of this Agreement.

(b) Innophos shall, for 12 months following the Termination Date, indemnify and hold harmless PCS and its officers, directors, employees, agents and Affiliates from and against any and all Losses based upon, arising out of or otherwise in respect of any inaccuracies in or any breach of any representation or warranty of Innophos contained in Article 7 of this Agreement.

(c) Subject to Section  8.1 , each Party shall indemnify the other Party from and against any and all Losses based upon, arising out of or otherwise in respect of any failure by that Party to pay the amounts owed under any of Sections 2.4 , 4.2(a) , 4.3 or 5.2 or otherwise comply with that Party’s covenants and obligations under this Agreement.

(d) The foregoing indemnification obligations constitute the sole indemnification obligations of the Parties under this Agreement and are subject to the following conditions: (i) the Party to be indemnified must provide notice of any direct or third party claim to the indemnifying Party, promptly upon receipt or knowledge of such direct or third party claim; (ii) the indemnifying Party may, at its election, control the defense of the third party claim, including the use of counsel of its own choosing; and (iii) the Party to be indemnified must fully cooperate in the defense of any third party claim. No Party may bind any other to any settlement without the prior written consent of such other Party.

9.2 Damages . Each Party and its respective Affiliates shall not be liable to the other Party or any of its respective Affiliates under this Agreement for any (i) special, incidental, indirect, consequential, multiplied, punitive or exemplary Losses or (ii) Losses for lost profits, lost revenue, or diminution in value, in each case except for any damages arising out of the fraud, gross negligence or willful misconduct of the liable Party.

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ARTICLE 10: MISCELLANEOUS

10.1 Force Majeure .

(a) Notwithstanding anything herein to the contrary, PCS and Innophos shall each be excused for any delay in performance or non-performance of any of the terms and conditions of this Agreement, other than the payment of money, if and to the extent, and for the duration, that such delay or non-performance is caused by Force Majeure.

(b) The term “Force Majeure” shall mean any cause or circumstance beyond their respective control and that could not have been avoided or mitigated by such Party with reasonable diligence, that materially impedes the ability of such Party to perform its obligations hereunder, which causes or circumstances include the following to the extent that they meet the foregoing criteria in this definition: (i) any act of God (including conditions resulting from natural disasters or extreme weather developments, such as earthquakes, hurricanes, lightning, storms (including hail storms), tornadoes and drought), fire, flood, extremely cold temperatures (meaning temperatures below 32 degrees Fahrenheit for an extended period of time), (ii) equipment malfunction, failure, breakdown or accidents (including explosions), (iii) a Change in Law, (iv) power outage or interruption of or delay in transportation not within control of either Party, (v) inadequacy or shortage or failure of sources of supply of materials required for performance hereunder (including raw materials, and including as a consequence of a force majeure affecting the movement of such materials), or (vi) acts of civil unrest, war or terrorism, strikes or lockouts.

(c) The Party whose performance is prevented or delayed shall notify the other Party in writing, as soon as reasonably practicable after the event causing the non-performance or delay, of the occurrence of such event and the expected duration and shall further provide notice as soon as reasonably practicable after the cause of such delay or non-performance is removed. In addition, each Party agrees to use reasonable best efforts to promptly address any Force Majeure event impacting its ability to perform its obligations under this Agreement. Nothing in this Section  10.1 , express or implied, shall be deemed to void, conflict with or supersede the force majeure provisions contained in any of the Ancillary Agreements or the MGA Supply Agreement.

10.2 Further Assurances .

(a) The Parties will use good faith efforts to cooperate with each other in all matters relating to transaction contemplated in this Agreement. Such cooperation shall include exchanging information, seeking all third party consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations hereunder.

(b) Except with respect to any servitudes or Consents described on Schedule 6.5 , if, after the Signing Date, it is discovered that any Permit or Consent of any third party or Governmental Authority is required in connection with the execution and delivery by PCSN and/or PCSS of this Agreement or the Ancillary Agreements or the consummation by PCS of the transactions contemplated hereby or thereby, then PCS shall use reasonable best efforts to obtain such Permit or Consent (at PCS’s sole cost and expense). If, after the Signing Date, it is discovered that any Permit or Consent of any third party or Governmental Authority is required in connection with the execution and delivery by Innophos of this Agreement or the Ancillary Agreements or the consummation by Innophos of the transactions contemplated hereby or thereby, then Innophos shall use reasonable best efforts to obtain such Permit or Consent (at Innophos’s sole cost and expense), and PCS shall cooperate in good faith with Innophos

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to obtain such Permit or Consent, provided that Innophos shall promptly reimburse PCS for all reasonable and documented out-of-pocket fees, costs and expenses incurred or to be incurred in connection therewith. With respect to the servitudes or Consents described on Schedule 6.5 , after the Signing Date, Innophos shall use reasonable best efforts to obtain such Permit or Consent (at Innophos’s sole cost and expense), and PCS shall cooperate in good faith with Innophos to obtain such Permit or Consent, provided that Innophos shall promptly reimburse PCS for all reasonable and documented out-of-pocket fees, costs and expenses incurred after the Signing Date or to be incurred in connection therewith.

10.3 Expenses . Except as otherwise provided in this Agreement, each of the Parties shall bear their respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

10.4 No Assignment . The rights and obligations of the Parties hereunder may not be assigned without the prior written consent of the other Party and any purported assignment in violation of this Section  10.4 shall be null and void. Notwithstanding the preceding sentence, any Party may without the consent of the other Parties assign its rights or obligations under this Agreement to any of its Affiliate and may engage third-party subcontractors to assist in performing its obligations under this Agreement; provided , however , that no such assignment or engagement shall relieve the assigning or engaging Party of liability under this Agreement.

10.5 Headings . The headings contained in this Agreement are included for purposes of convenience only, and will not affect the meaning or interpretation of this Agreement.

10.6 Integration, Modification and Waiver . This Agreement, together with the Ancillary Agreements and the Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings of the Parties. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by each of the Parties. No waiver of any of the provisions of this Agreement will be deemed to be or will constitute a continuing waiver. No waiver will be binding unless executed in writing by the Party making the waiver.

10.7 Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or Law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “ including, ” “ includes ” and “ include ” shall be deemed to be followed by “without limitation.” Any reference to the singular in this Agreement also includes the plural and vice versa.

10.8 Severability . If any provision of this Agreement or the application of any provision hereof to any Party or circumstance is, to any extent, adjudged invalid or unenforceable, the application of the remainder of such provision to such Party or circumstance, the application of such provision to other parties or circumstances, and the application of the remainder of this Agreement will not be affected thereby.

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10.9 Notices . All notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by email (if confirmed in a writing simultaneously dispatched by a nationally recognized overnight courier service) or (c) one Business Day after having been dispatched by a nationally recognized overnight courier service, in each case to the appropriate Party at the address or email address specified below:

If to PCS:

PCS Sales (USA), Inc.

PCS Nitrogen Fertilizer, L.P.

Attention: Executive Vice President, Phosphate

1101 Skokie Blvd, Suite 400

Northbrook, IL 60062

Email: [***]

with a copy (which shall not constitute notice) to:

PCS Sales (USA), Inc.

PCS Nitrogen Fertilizer, L.P.

c/o Legal Counsel

1101 Skokie Blvd, Suite 400

Northbrook, IL 60062

Email: [***]

with a copy (which shall not constitute notice) to:

Jones Day

77 West Wacker Drive

Chicago, IL 60601-1692

Attn: Ismail H. Alsheik

Telephone: (312) 269-4235

Email: ialsheik@jonesday.com

If to Innophos:

Innophos, Inc.

259 Prospect Plains Road, Building A

Cranbury, NJ 08512

Attention: Senior Vice President, Manufacturing, Engineering, and EH&S

Email: [***]

with a copy (which shall not constitute notice) to:

Innophos, Inc.

259 Prospect Plains Road, Building A

Cranbury, NJ 08512

Attention: Chief Legal Officer

Email: [***]

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with a copy (which shall not constitute notice) to:

Cleary, Gottlieb Steen and Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Amy R. Shapiro

          Richard S. Lincer

Telephone: (212) 225-2000

Email: rlincer@cgsh.com, ashapiro@cgsh.com

Any Party may change its address or email address for the purposes of this Section  10.9 by giving notice as provided herein.

10.10 Governing Law . This Agreement will in all respects be governed by, and construed in accordance with the Laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such state, including all matters of construction, validity and performance.

10.11 Consent to Jurisdiction . Each Party hereto hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case, sitting in New York County, and any appellate court from any thereof, in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such New York State court or, to the extent permitted by Law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such New York State or in any such Federal court, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court and (d) agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth in Section  10.9 shall be effective service of process for any Proceeding brought in any such court.

10.12 Waiver of Jury Trial . Each Party hereby irrevocably and unconditionally waives trial by jury in any Proceeding relating to this Agreement and the agreements, instruments and documents contemplated hereby, in each case, whether now existing or hereafter arising, and for any counterclaim therein.

10.13 Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

10.14 Confidentiality. Each Party hereto agrees to keep the terms of this Agreement and each Ancillary Agreement, as well as any discussions or information exchanged in connection with the negotiation of this Agreement or the Ancillary Agreements, confidential, except to the extent and to the persons to whom disclosure is required by applicable Law, including rules and regulations promulgated by the U.S. Securities and Exchange Commission or the listing requirements of any stock exchange; provided , that the Parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such persons agree to, or are bound by contract to, keep the terms of this Agreement confidential and so long as each Party shall be responsible to the other Party hereto for breach of this Section  10.14 by the recipients of its disclosure).

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10.15 Timing of Performance . The Parties acknowledge, understand and agree that if a Party is obligated to take any action hereunder on a day that is not a Business Day, performance by such Party shall be excused until the next Business Day.

10.16 Specific Performance . The Parties agree that irreparable damage would occur in the event that the obligations of PCS under Sections 3.4 and 5.2(b) were not performed in accordance with their specific terms or were otherwise breached and that any breach of Sections 3.4 and 5.2(b) could not be adequately compensated in all cases by monetary damages alone. The Parties acknowledge and agree that Innophos shall be entitled, without posting a bond or similar indemnity, to an injunction, specific performance and other equitable relief to prevent breaches of the obligations of PCS under Sections 3.4 and 5.2(b) and to enforce specifically the terms and provisions thereof in any court as specified in Section  10.11 , in addition to any other remedy to which they are entitled at law or in equity.

[Signature Page Follows]

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IN WITNESS WHEREOF , the Parties have executed this Agreement as of the day and year first above written.

[Signature Page to Termination Agreement]

Confidential Treatment Requested by Innophos Holdings, Inc.

SCHEDULE 1.1(a) - Permits Required for Innophos Deep Wells

SCHEDULE 1.1(b) – Expenses

SCHEDULE 4.1(a) - Steam Boiler Equipment

SCHEDULE 4.2(a) - Sulfuric Acid Tank Equipment

SCHEDULE 6.5 – Consents

SCHEDULE 7.5 – Consents

EXHIBIT A - MGA Supply Agreement Addendum

EXHIBIT B - MGA Tank Lease

EXHIBIT C - New MGA Supply Agreement

EXHIBIT D - New PPA Supply AgreemenT

EXHIBIT E - New Services Agreement

EXHIBIT F - Parking Lot Lease Agreement

EXHIBIT G - Rail Spur Agreement

EXHIBIT H - Sulfuric Acid Supply Agreement

EXHIBIT I - Transitional PPA Supply Agreement

EXHIBIT J - Track Mobile Bill of Sale

EXHIBIT K - Steam Boiler Bill of Sale

EXHIBIT L - Sulfuric Acid Tank Bill of Sale

EXHIBIT M - Innophos Pipeline Design Specifications

EXHIBIT N - Servitude Agreement

EXHIBIT O - Raw River Water System Bill of Sale

Exhibit 10.2

Execution Version

ADDENDUM TO THE

AMENDED AND RESTATED ACID PURCHASE AGREEMENT

This Addendum (the “ Addendum ”) to the Amended and Restated Acid Purchase Agreement, dated March 23, 2000 (the “ MGA Supply Agreement ”), is entered into and effective as of June 29, 2018 (the “ Effective Date ”) among Innophos, Inc., a Delaware corporation, as the successor in interest under the Agreement to Rhodia Inc. (“ Innophos ”), PCS Sales (USA), Inc., a Delaware Corporation (“ PCSS ”), and PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“ PCSN ” and, together with PCSS, “ PCS ”).

WHEREAS, concurrently with the execution of this Addendum, Innophos, PCS are entering into that certain (i) Termination Agreement, providing for, among other things, the termination of the MGA Supply Agreement upon the satisfaction of certain conditions set forth therein (the “ Termination Agreement ”) and (ii) Transition PPA Supply Agreement, providing for the temporary supply of low alkali purified wet phosphoric acid (the “ Transitional PPA Supply Agreement”) ; and

WHEREAS, Innophos and PCS wish to amend the MGA Supply Agreement to, among other things, (i) update the term of the MGA Supply Agreement and (ii) include a fee sharing arrangement with respect to the Geismar Plant maintenance.

NOW, THEREFORE, in consideration of the above it is agreed as follows:

Sections 9 and 10 are amended by adding the following at the end of each of those sections as a new Section 9.5 and Section 10.5:

Final Term; Termination . Except as otherwise provided in Section 21.18, this Agreement (including as it relates to the Additional Requirements) shall terminate automatically, without any notice or other action by either party, on the Termination Date (as defined in the Termination Agreement). Subject to Section 13.2(i), in connection with any anticipated Conditional Shutdown (as defined in the Termination Agreement) or Maintenance Shutdown (as defined in Section 13.2), the parties shall use reasonable best efforts to coordinate the shutdown of the Geismar Plant according to a sequencing plan that is consistent with Article 2 of the Termination Agreement.

Section 1 is amended by adding the following at the end of that section:

Section 13.1 is amended by adding the following as a new Section 13.1(f):

Section 13 is amended by adding the following at the end of that section:

13.2 Maintenance of Geismar Plant

(a) Subject to Section 21.18 and the cost sharing mechanism set forth in this Section 13.2, from and after the Effective Date, PCS shall continue to undertake the maintenance of the Geismar Plant (including any maintenance required to address a force majeure event under Section 13.1) that is required to safely operate the Geismar Plant until December 31, 2018 (such maintenance, the “ Geismar Maintenance ”), and the Monthly Maintenance Costs (as defined below) will be allocated among the parties in accordance with this Section 13.2, provided that PCS will not be obligated to continue to implement Geismar Maintenance following the Closure Date (as defined in the Termination Agreement). “ Monthly Maintenance Costs ” means all internal direct costs, fully burdened overhead and third-party fees and expenses incurred in connection with the Geismar Maintenance.

(b) From the Effective Date until the Closure Date (the “ Maintenance Term ”), PCS shall be solely responsible for the Monthly Maintenance Costs that, in the aggregate in any calendar month are less than the Monthly Maintenance Limit. “ Monthly Maintenance Limit ” means $816,000.

(c) If the aggregate of the Monthly Maintenance Costs in any calendar month during the Maintenance Term exceeds the Monthly Maintenance Limit, (i) subject to clause (d) below, Innophos will be responsible for one-half of the amount exceeding the Monthly Maintenance Limit (the “ Innophos Portion ”) and PCS shall be responsible for one-half of the amount exceeding the Monthly Maintenance Limit, (ii) PCS will deliver to Innophos on a monthly basis (within ten days of the last day of the applicable calendar month) a written invoice for the Innophos Portion, and (iii) Innophos will be required to pay such billed amounts within 30 days after receipt of the invoice.

(d) Prior to incurring any Monthly Maintenance Costs for Geismar Maintenance that PCS reasonably anticipates will exceed the Monthly Maintenance Limit in any calendar month during the Maintenance Term, PCS will provide written notice of such expenses to Innophos (a “ Maintenance Notice ”) in accordance with the notification protocol in Exhibit A . Innophos hereby agrees to pay up to $50,000 in respect of the Innophos Portion of any Monthly Maintenance Costs exceeding the Monthly Maintenance Limit (“ Pre-Approved Cap ”), and PCS shall not require any prior approvals from Innophos to undertake the Geismar Maintenance involving expenses under the Pre-Approved Cap. For any additional expense exceeding the Pre-Approved Cap, Innophos shall advise PCS within three Business Days after receiving a

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Maintenance Notice if it is unwilling to pay the Innophos Portion (a “ Rejection Notice ”); provided, that if PCS is seeking approval for Geismar Maintenance on an emergency basis, PCS shall provide the Maintenance Notice via telephone to the Required Contacts and the Required Contacts must provide a Rejection Notice in writing or by telephone as soon as reasonably practicable but no later than 24 hours after PCS delivers such Maintenance Notice. If Innophos does not deliver a Rejection Notice within three Business Days after receipt of the Maintenance Notice (or, in the case of an emergency situation, as soon as reasonably practicable but no later than 24 hours after the Maintenance Notice is delivered by PCS), then Innophos shall be deemed to have elected to pay the Innophos Portion, in which case PCS shall be required to undertake such Geismar Maintenance in accordance with the terms of this Section 13.2. If a Rejection Notice is delivered, (i) Innophos shall not be responsible to pay the Innophos Portion of such expenses and (ii) PCS shall not be required to undertake such Geismar Maintenance and may permanently shut down the Geismar Plant without any further obligation to provide Green Acid to Innophos or accept Raffinate, except as set forth in Section 13.2(e) (a “ Maintenance Shutdown ”). “ Required Contacts ” means the representatives of Innophos identified on Exhibit A .

(e) Upon the occurrence of (i) a Maintenance Shutdown or (ii) a temporary delay of production at the Geismar Plant in connection with a force majeure event under Section 13.1(a), Innophos shall suspend operation of its plant in Geismar, Louisiana (the “ Innophos Geismar Plant ”) within 48 hours after receipt of a notice of temporary delay in production pursuant to Section 13.1(d) or issuance by Innophos of a Rejection Notice (the “ Specified Time Period ”) in order to minimize the generation of Raffinate (the “ Innophos Suspension Obligation ”). If Innophos effectuates the Innophos Suspension Obligation within the Specified Time Period, PCS will be solely responsible for the costs of disposing of any remaining Raffinate in the possession of Innophos that PCS cannot consume. If Innophos fails to effectuate the Innophos Suspension Obligation within the Specified Time Period, then notwithstanding anything to the contrary in this Agreement (as modified by the Addendum), (i) Innophos will be solely responsible for the costs of disposing of any Raffinate produced at the Innophos Geismar Plant after the Specified Time Period that PCS cannot process in the ordinary course at the Geismar Plant, and (ii) Innophos shall indemnify and hold harmless PCS and its affiliates from all losses, claims, liabilities and obligations whatsoever arising out of the failure by Innophos to effectuate the Innophos Suspension Obligation within the Specified Time Period, including the costs of disposing of any Raffinate present at the Innophos Geismar Plant.

(f) At the conclusion of the Maintenance Term, PCS will perform a true-up calculated as follows:

(i) PCS will determine the “ Total Maintenance Limit ,” calculated as follows: (i) $816,000, multiplied by (ii) the number of full or partial calendar months during the Maintenance Term.

(ii) PCS will determine the “ Total Geismar Maintenance Cost ,” calculated by aggregating all Monthly Maintenance Costs incurred during the Maintenance Term.

(iii) PCS will determine the “ Total Innophos Portions ,” calculated by aggregating all Innophos Portions through the time of calculation.

(iv) If the sum of the Total Geismar Maintenance Cost plus the Total Innophos Portions is less than the Total Maintenance Limit, PCS will refund the Total Innophos Portions to Innophos within 30 days of the completion of the true-up calculation described above.

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(v) If the Total Geismar Maintenance Cost plus the Total Innophos Portions exceeds the Total Maintenance Limit, Innophos will be entitled to a refund from PCS, calculated as follows, provided that the result is a positive number:

Total Innophos Portions minus ((Total Geismar Maintenance Cost minus Total Maintenance Limit) divided by two)

(g) The cost of any given item of maintenance shall be determined in PCS’s reasonable discretion in good faith; provided , that upon request by Innophos, in order to allow Innophos to verify such costs, PCS shall provide reasonable supporting documentation of third-party costs and costs within the applicable cost center associated with the Geismar Maintenance consistent with the maintenance cost schedule attached hereto as Exhibit B .

(h) Notwithstanding anything in the Termination Agreement to the contrary, the agreement in this Section 13.2 regarding maintenance will remain in full force and effect until it terminates or expires pursuant to the terms herein (including a termination in connection with Section 21.18(a)).

(i) Notwithstanding anything in this Section 13.2 (or any other provision of this Agreement) to the contrary, absent a Conditional Shutdown or Maintenance Shutdown, (i) this Agreement will remain in full force and effect through July 31, 2021 (or July 31, 2031, if extended by Innophos), (ii) each party will retain all rights and remedies under this Agreement, and (iii) PCS will not be obligated to deliver the Termination Payment (as defined in the Termination Agreement) to Innophos.

Section 21 is amended by adding the following at the end of the section as a new Section 21.18:

(a) Upon the termination of this Agreement under Section 9.5 or 10.5, the sole remedy for Innophos under this Agreement shall be the conditional supply of low alkali purified wet phosphoric acid pursuant to the terms and conditions under the Transitional PPA Supply Agreement; provided that notwithstanding anything to the contrary contained in this Agreement, if, prior to the termination of this Agreement under Section 9.5 or 10.5, PCS has materially breached (i) this Agreement by failing to (a) undertake the Geismar Maintenance (subject to the terms and conditions of Section 13.2), (b) supply P2O5 or (c) accept Raffinate, in each case in accordance with the terms and conditions herein, or (ii) the Existing Services Agreement (as defined in the Termination Agreement) by failing to provide services and such failure results in a shutdown of the Innophos Geismar Plant for at least 30 consecutive calendar days, or any of the Innophos Releasing Parties files any Proceedings against any of the PCS Releasing Parties, then (w) the releases and covenant not to sue in Section 8.1 of the Termination Agreement shall no longer take effect, (x) PCS will not be obligated to deliver the Termination Payment (as defined in the Termination Agreement), (y) this Agreement will remain effective through July 31, 2021 (or July 31, 2031, if extended by Innophos) except that Section 13.2 (other than clause (i)) shall no longer apply as of such breach, and each party will retain all rights and remedies under this Agreement, and (z) PCS may immediately terminate the Termination Agreement and any or all Ancillary Agreements (as defined in the Termination

4

Agreement), other than the New PPA Supply Agreement. The parties acknowledge, understand and agree that, notwithstanding anything to the contrary set out in this Agreement, if PCS temporarily shuts down its Geismar Plant pursuant to Section 21.18(c) below and, as a consequence, fails to supply P2O5 or accept Raffinate pursuant to the terms of this Agreement, such failure shall not constitute a “material breach” pursuant to this Section 21.18(a) so long as PCS complies with Section 21.18(c).

(b) Subject to the releases, covenant not to sue and survival periods referenced in Section 8.1 of the Termination Agreement, if Innophos believes in good faith that PCS has breached any of its obligations under this Agreement or the Existing Services Agreement (other than a material breach covered in Section 21.18(a)), then (i) Innophos shall provide written notice to PCS specifying in reasonable detail the nature of the alleged breach as soon as reasonably practicable after Innophos becomes aware of the alleged breach or circumstances that may give rise to a breach, and (ii) PCS shall have three Business Days to commence its cure of such breach and seven Business Days (from the date PCS received notice) to cure such breach. Innophos may not assert or enforce any claim with respect to any alleged breach (other than a material breach covered in Section 21.18(a)) unless PCS fails to commence its cure of such alleged breach within three Business Days following PCS’s receipt of the notice delivered pursuant to the foregoing sentence or cure such alleged breach within seven Business Days following PCS’s receipt of the notice delivered pursuant to the foregoing sentence.

(c) Notwithstanding Section 21.18(a) or (b), (i) a temporary shutdown not to exceed a 24-hour period per calendar week to perform maintenance in the ordinary course of business consistent with past practice, (ii) a temporary shutdown to perform emergency maintenance in the ordinary course of business consistent with past practice that shall not exceed seven consecutive calendar days in any 90-day period and (iii) any other temporary shutdown to perform emergency maintenance, whether or not related to clauses (i) and (ii), that shall not exceed seven consecutive calendar days in any 90-day period, shall not constitute a breach under this Agreement; provided , further that during any temporary maintenance shutdown in the circumstances set forth in (ii) or (iii), PCS shall be required to supply to Innophos a volume of purified phosphoric acid from its Aurora, North Carolina facility to ensure Innophos’ continued operations, consistent with past practices (so long as PCS provides such purified phosphoric acid during such period consistent with past practices, Innophos shall accept such temporary supply of purified phosphoric acid as its sole and exclusive remedy for PCS’s failure to supply P2O5 to, or to accept Raffinate from, Innophos during such period).

(d) In consideration for the transfer of ownership of the Sulfuric Acid Tank Equipment (as defined in the Termination Agreement) under the Termination Agreement, Innophos shall, effective as of the Termination Date (as defined in the Termination Agreement), terminate its existing sulfuric acid supply contract with Eco-Services (the “ Eco-Services Agreement ”) or otherwise amend the Eco-Services Agreement to relieve PCS of any further liabilities or obligations, including any payment or performance obligation or penalty PCS might incur as a result of the failure to utilize nominated quantities of sulfuric acid under the Eco-Services Agreement or otherwise triggered in connection with the termination of the Eco-Services Agreement (including, without limitation, any termination penalty). Innophos agrees that it shall not take any action to enforce the provisions of Article 7 of this Agreement providing for penalties for failure to utilize nominated quantities of sulfuric acid, including under Sections 7.2(b) and 7.2(c) hereunder, in connection with the Eco-Services Agreement. Innophos acknowledges, understands and agrees that, from and after the Termination Date, PCS will have no further obligations under the Eco-Services Agreement.

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VI. Capitalized terms used herein without definition shall have the meanings given to them in the MGA Supply Agreement. Except to the extent expressly amended or supplemented by this Addendum, all provisions of the MGA Supply Agreement remain unchanged and in full force and effect. This Addendum, together with the Termination Agreement, constitutes the entire understanding of the parties with respect to the subject matter herein.

[ SIGNATURE PAGE FOLLOWS ]

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IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by their duly authorized representatives effective as of the day and year first above written.

[Signature Page to Addendum to Amended and Restated Acid Purchase Agreement]

Confidential Treatment Requested by Innophos Holdings, Inc.

Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Exhibit 10.3

Execution Version

MERCHANT GREEN ACID SUPPLY AGREEMENT

This Agreement (this “ Agreement ”), dated as of June 29, 2018, is by and between Innophos, Inc., a Delaware corporation (“ Innophos ”), and PCS Sales (USA), Inc., a Delaware corporation (“ Supplier ”). Innophos and Supplier are each referred to as a “ Party ” and collectively as the “ Parties .”

W I T N E S S E T H:

WHEREAS, Innophos and Supplier have entered into that certain termination agreement (the “ Termination Agreement ”), dated of even date herewith, pursuant to which such parties have set forth the terms and conditions to the shutdown of PCS’s phosphoric acid production facility located in Geismar, Louisiana and alternative arrangements for their respective ongoing operations and supply needs;

WHEREAS, PCS Phosphate Company, Inc., an affiliate of Supplier, operates a phosphoric acid production facility in Aurora, North Carolina (“ Aurora Plant ”); and

WHEREAS, the Parties desire to provide for the supply of Product (as defined below) from and after the Effective Date.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein set forth, Innophos and Supplier hereby agree as follows:

1. Purchase and Sale; Specifications .

1.1 Supplier shall sell and deliver, and Innophos shall purchase and receive, during the term hereof, P ₂ O ₅ in the form of merchant green acid (“ Merchant Green Acid ”) in the quantities and subject to the terms and conditions hereinafter set forth. Merchant Green Acid is sometimes referred to herein as a “ Product .”

1.2 Except as set forth in Section  1.3 hereof, the Product shall conform with the specifications described in Exhibit A attached hereto (the “ Specifications ”). Supplier shall obtain analyses of all Product transferred and shall provide Innophos a Certificate of Analysis with each transfer of the Product. Except to the extent Innophos declines to purchase Improved Product as set forth in Section  1.3 below, Product sold hereunder shall, in addition to complying with the Specifications, otherwise be of Supplier’s typical quality.

1.3 The Parties recognize that Supplier may develop materials from time to time that are capable of being substituted for the Product. In the event that Supplier develops any such materials and constructs or modifies facilities so as to be capable of manufacturing such materials, then Supplier shall provide Innophos with a written notice of the specifications for such materials (such grade of material is referred to hereinafter as the “ Improved Product ”). Within two months following receipt of any such notice from Supplier, Innophos shall notify Supplier in writing as to whether Innophos intends to purchase Improved Product in substitution for Product. The Parties agree to negotiate with one another in good faith to determine the amount of an adjustment, if any, to be made to the pricing terms hereunder, the volume of the Improved Product to be purchased and any other provisions of this Agreement that shall be

Confidential Treatment Requested by Innophos Holdings, Inc.

modified. In the event that the Parties are unable to reach agreement regarding a mutually acceptable amendment to this Agreement concerning such Improved Product within four months following the date that Supplier notified Innophos under this Section  1.3 , neither Party shall thereafter have any obligation hereunder to purchase or supply the applicable Improved Product.

1.4 For purposes of this Agreement, “ Metric Ton ” means a metric ton of P ₂ O ₅ contained in Product delivered pursuant to this Agreement.

2. Term; Termination .

2.1 The term of this Agreement shall be for the period commencing on the Closure Date (as defined in the Termination Agreement) (the “ Effective Date ”) and ending on July 29, 2021 (the “ Initial Term ”), and thereafter shall be extended without further action of the parties for additional terms of three (3) years (each an “ Additional Term ”) upon the expiration of the Initial Term or any Additional Term.

2.2 Either Party may cause this Agreement to terminate upon the expiration of the Initial Term upon not less than twelve (12) months’ prior written notice to the other Party hereto, and following any time after the Initial Term, either Party may elect to terminate this Agreement at any time upon twelve (12) months’ notice to the other Party.

3. Price and Terms .

3.1 Innophos shall pay to Supplier [***] per Metric Ton of Product (the “ Base Contract Price ”) delivered D.A.P. (as defined in Incoterms ^® 2010) at Innophos’ phosphoric acid production facility in Geismar, Louisiana (the “ Geismar Plant ”).

Starting with the Contract Quarter that commences immediately following the date which is one (1) year after the date Innophos places its first order with Supplier, such price will be adjusted at the start of each Contract Quarter on a quarterly basis to the New Effective Price (as defined below).

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As used herein, “ Contract Year ” means a calendar year commencing January 1 during the term of this Agreement, except that the first such period shall commence upon the Effective Date and end on December 31, 2018. As used herein “ Contract Quarter ” means a period of three (3) consecutive months, beginning January 1, April 1, July 1, or October 1, except that the first such periods shall commence upon the Effective Date and end on the earlier of September 30, 2018 or December 31, 2018.

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Confidential Treatment Requested by Innophos Holdings, Inc.

Solely for the purposes of illustration, for the Contract Quarter starting January 1, 2020, assuming the CSP is:

(i) $120.00, the New Effective Price would be: [***], calculated as follows:

New Price Adjustment = [***] x ($120 – $118.9) = [***]

New Effective Price = [***]

(ii) $110.00, the New Effective Price would be: [***], calculated as follows:

New Price Adjustment = [***] x ($110 – $118.9) = [***]

New Effective Price = [***]

3.2 Supplier shall keep and maintain true and accurate records as may be necessary to verify volumes delivered for three (3) years after delivery. If Innophos disputes any of the amounts charged hereunder, Supplier shall allow representatives of Innophos access on reasonable notice (within five Business Days of Innophos’ request), including the rights of physical inspection and to make copies, to such records and such other information maintained by Supplier as may be necessary for the verification of such amounts, in each case solely to the extent related to Supplier’s supply obligations to Innophos hereunder. Disputes relating to the amounts charged hereunder by Supplier are waived unless made in writing within 60 calendar days of the receipt of the applicable invoice by Innophos. Supplier and Innophos shall use their best efforts to resolve such dispute within 90 calendar days after the relevant invoice date.

3.3 If it is determined that there has been an overcharge, then Supplier shall promptly refund the overcharge received by it to Innophos or, if such amount has not been previously paid, Innophos shall pay to Supplier the correct amount owed to Supplier. If it is determined that there has been an undercharge, Innophos shall promptly pay the undercharge to Supplier plus any additional amounts not previously paid hereunder.

3.4 Supplier shall invoice Innophos with respect to each shipment of Product hereunder, and the terms of payment for all Product purchased hereunder shall be net 30 calendar days from receipt of the invoice.

3.5 Payment of sums due shall be made upon terms set forth in this Agreement. All credit terms are subject to approval of Supplier. Supplier may recover for each delivery hereunder as a separate transaction, without reference to any other delivery. If Supplier, in its reasonable judgment, concludes that Innophos is in unsound financial condition, or if Innophos is in default with respect to any of the terms and conditions of this Agreement with Supplier beyond any applicable cure period, Supplier shall forthwith have the right to decline to make deliveries hereunder or to demand cash payment until such time as said credit has been reestablished or default cured to Supplier’s reasonable satisfaction or, without prejudice to any other legal remedy available to Supplier, to decline further performance hereof until such time as said credit has been reestablished or default cured to Supplier’s reasonable satisfaction.

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Confidential Treatment Requested by Innophos Holdings, Inc.

4. Quantity .

4.1 For each Contract Year (or any prorated portion thereof), Supplier shall sell and deliver to Innophos, and Innophos shall purchase from Supplier, Merchant Green Acid ordered by Innophos subject to the parameters set forth in this Section  4 .

4.2 As of January 1, 2019 and the Contract Years thereafter, the Annual Nominated Product Volume (as defined below) shall be, in the aggregate, no less than [***] Metric Tons and no greater than [***] Metric Tons.

4.3 On or before the date that is 90 days prior to the commencement of each Contract Year, Innophos shall give Supplier written notice of its estimate of the quantity of the Product to be supplied by Supplier hereunder during the subsequent Contract Years remaining in the current term under this Agreement (the “ Product Forecasts ”); provided , that, in the case of the first Contract Year commencing on the Effective Date and ending December 31, 2018, Innophos shall provide written notice of a non-binding estimate for informational purposes only of the quantity of the Product to be supplied by the Supplier hereunder 30 days before the projected Closure Date (as defined in the Termination Agreement) with final quantities and delivery scheduled two weeks prior to a firm Closure Date. The quantity specified for the immediately succeeding Contract Year (the “ Annual Nominated Product Volume ”) shall be binding upon Innophos. The Product Forecasts specified by Innophos for the remaining Contract Years shall be non-binding estimates and for information purposes only. If after providing the Annual Nominated Product Volume Innophos notifies the Supplier in writing of its desire to purchase a greater volume of Products than the Annual Nominated Product Volume initially nominated in this Section  4.3 and Supplier approves such request in its sole discretion, Supplier shall use commercially reasonable efforts to supply such excess volume.

4.4 Innophos shall include in the forecast of the Annual Nominated Product Volume a non-binding monthly breakdown of the Annual Nominated Product Volume. Innophos shall be required to satisfy the Annual Nominated Product Volume by monthly volume purchases equal to one-twelfth (1/12th) of the Annual Nominated Product Volume with variations for any given month not exceeding 10% (or, in the case of the first Contract Year commencing on the Effective Date and ending December 31, 2018, prorated portions thereof) unless otherwise mutually agreed to by the parties.

4.5 Ten calendar days prior to the first day of each month, Innophos shall provide Supplier with a three month rolling forecast for the upcoming 30-, 60- and 90- day periods, in each case consistent with the permitted monthly volume variations set forth in Section  4.4 above. The quantities specified for the first calendar month of such three-month forecast shall be binding upon Innophos (the “ Binding Monthly Nomination ”), and Innophos shall be required to purchase 100% of the Binding Monthly Nomination. The quantities specified for the remaining two calendar month periods shall be non-binding estimates and for information purposes only.

4.6 (a) If Innophos fails to purchase 100% of the Binding Monthly Nomination in a given month, then, unless the Parties mutually agree otherwise, Innophos must purchase such monthly shortfall volume as soon as reasonably practicable and no later than over the three-month period beginning with the month immediately following the month in which such shortfall occurred (ratably each month during such three-month period). If by the end of

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Confidential Treatment Requested by Innophos Holdings, Inc.

any month in such three-month period Innophos has failed to make up the volume required to be made up by the end of such month, then Innophos shall pay to Supplier as liquidated damages an amount equal to [***] of the purchase price for such volume that Innophos failed to make up by the end of such month.

(b) If by the end of a Contract Year Innophos has failed to purchase 100% of the Annual Nominated Product Volume (such amount, the “ Minimum Annual Purchase ”), then (to the extent damages have not already been paid by Innophos with respect to such shortfall volumes in connection with the Binding Monthly Nominations) Innophos shall pay to Supplier as liquidated damages (within 60 days after the completion of the such Contract Year) an amount equal to [***] of the aggregate purchase price effective during such Contract Year for a quantity equal to the difference between (i) the Minimum Annual Purchase, minus (ii) the Product volumes actually purchased by Innophos during such Contract Year. The Parties intend that damages provided under this Section  4.6 constitute compensation and not a penalty.

(c) The Parties acknowledge and agree that the harm caused by Innophos’s failure to purchase the Binding Monthly Nominations and the Minimum Annual Purchase would be impossible or very difficult to accurately estimate as of the Effective Date and that the damages provided under this Section  4.6 are a reasonable estimate of the anticipated or actual harm that might arise. Innophos’s payment of such damages shall be Innophos’s sole liability and entire obligation and Supplier’s exclusive remedy for Innophos’s failure to purchase any amount of Product specified in the Annual Nominated Product Volume, a Binding Monthly Nomination or otherwise under this Agreement.

4.7

(a) Supplier shall use reasonable best efforts to supply the Product volumes noted in each Binding Monthly Nomination (so long as the volumes in such Binding Monthly Nominations are within the parameters of Section 4.4 above) during the relevant month. Supplier shall promptly notify Innophos in writing in the event that Supplier determines it will not be able to timely supply the entire Binding Monthly Nomination.

(b) If Supplier fails to provide a volume of Product during the subject month sufficient to satisfy the applicable Binding Monthly Nomination, then, unless the Parties mutually agree otherwise, Supplier shall satisfy such volume shortfall (the “ Monthly Shortfall ”) over the three-month period beginning with the month immediately following the month in which such Monthly Shortfall occurred (the “ Make-Up Period ”), with one-third of the Monthly Shortfall volume (the “ Monthly Make-Up Volume ”) being provided by Supplier to Innophos during each month within the Make-Up Period. If in any month during the Make-Up Period, Supplier fails to supply the Monthly Make-Up Volume, then Innophos may purchase, from a third party supplier (such as OCP S.A. or another third party supplier if that supplier is first qualified by Innophos and Innophos’ customers), a volume of phosphoric acid equal to the volume of the Monthly Make-Up Volume that Supplier has failed to provide (the “ Shortfall Remedy ”), provided that Innophos shall coordinate with Supplier in exercising such Shortfall Remedy to avoid duplication of efforts and to ensure both Parties are not concurrently attempting to source the Monthly Make-Up Volume from the same third party supplier. If the Shortfall Remedy is exercised, Supplier shall be responsible for the costs incurred by Innophos to secure

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Confidential Treatment Requested by Innophos Holdings, Inc.

such Monthly Make-Up Volume shortfall from a third party in excess of the selling price Innophos would have paid for such volume shortfall under the terms of this Agreement if the volume had been provided by Supplier to Innophos during the month in which it was nominated, provided, however, that Supplier shall not be responsible for any such costs in excess of [***] of selling price Innophos would have paid for such volume shortfall under the terms of this Agreement if the volume had been provided by Supplier to Innophos during the month in which it was nominated (the “ Shortfall Remedy Cap ”). Any volumes sourced by Innophos or Supplier from a third party in connection with the Shortfall Remedy shall be credited against Innophos’ purchase obligations in this Agreement.

4.8 Innophos’ obligations to purchase the Binding Monthly Nomination in Section  4.5 and the Minimum Annual Purchase in Section  4.6 , and Supplier’s volume supply obligations in Section  4.7 , are, in each case, subject to Article 8 (“ Force Majeure ”) of this Agreement. Supplier shall promptly notify Innophos if Supplier expects at any time for any reason (including inclement weather) to be unable to supply the entirety of the volumes nominated by Innophos. In addition, Supplier shall provide written notice to Innophos at least (6) six months prior to any temporary planned maintenance shutdown of the Aurora Plant.

4.9 Supplier’s supply of Make-Up Volume or the provision of the Shortfall Remedy (up to the Shortfall Remedy Cap) shall be Supplier’s sole liability and entire obligation and Innophos’s exclusive remedy for Supplier’s failure to supply any amount of Product specified in a Binding Monthly Nomination. The Parties acknowledge that any amounts paid by PCS in connection with such remedies shall be considered liquidated damages and not a penalty.

5. Order Procedure; Delivery .

5.1 Innophos shall issue purchase instructions from time to time for its requirements of Product not less than seven days prior to its intended shipment date. Supplier shall use commercially reasonable efforts to fulfill each order on the specific shipment date set forth therein.

5.2 Supplier shall deliver Product purchased D.A.P. at the Geismar Plant. Delivery shall be via rail cars made available by PCS.

6. Title and Risk of Loss . Title, and risk of loss or damage, to Product shall pass to Innophos at such time as Product is made available to Innophos at the Geismar Plant for offloading.

7. Limited Warranty; Indemnification .

7.1 Supplier warrants title and that the Product shall conform to the specifications set forth on Exhibit A attached hereto. Subject to the preceding sentence and except as otherwise expressly provided herein, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER MATERIAL. EXCEPT FOR LIQUIDATED DAMAGES SET FORTH IN SECTIONS 4.6, 4.7 AND 4.9, IN NO EVENT SHALL EITHER

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Confidential Treatment Requested by Innophos Holdings, Inc.

PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM A DELAY OR FAILURE OF PERFORMANCE OR ANY OTHER DEFAULT HEREUNDER EXCEPT FOR ANY DAMAGE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY.

7.2 Supplier shall test the Product prior to release to confirm it complies with the Specifications. Supplier shall, in respect of each shipment of Product, (a) retain a sample of the Product (the “ Retained Sample ”) and (b) provide a certificate of analysis accompanying each shipment of Product to Innophos confirming the Product meets the Specifications. Unless prior to such shipment Innophos agrees in writing otherwise, Supplier shall not release Product unless Supplier has first tested the Product and confirmed that it complies with the Specifications. Innophos shall test the Product for compliance with the Specifications prior to unloading the Product. Innophos may reject Product not conforming to the Specifications. Supplier shall have the right to inspect the Product so rejected for the purpose of validating their nonconformance to the Specifications. If Innophos and Supplier mutually agree that such Product do not meet the Specifications, then Supplier shall accept Innophos’ rejection of the Product. If Innophos and Supplier mutually agree that such Product meet the Specifications, Innophos shall revoke its rejection of, and shall accept, such Product. If Innophos and Supplier are unable to agree as to whether such Product are nonconforming or not, they shall, within three Business Days of such disagreement, select an independent laboratory to analyze the Retained Sample and refer such determination to such laboratory, whose determination of the Retained Sample shall be conclusive. Any payment obligation for the subject Product shall be tolled pending such laboratory’s determination).

7.3 With respect to any Product that are rejected in accordance with the protocol set forth in Section  7.2 , Supplier shall be solely responsible for any transportation and disposal costs and shall promptly supply replacement Product to Innophos (at no additional cost to Innophos) that meet the Specifications.

8. Force Majeure .

Notwithstanding anything herein to the contrary, Supplier and Innophos shall each be excused for any delay in performance or non-performance of any of the terms and conditions of this Agreement, other than the payment of money, if and to the extent, and for the duration, that such delay or non-performance is caused by Force Majeure.

The term “Force Majeure” shall mean any cause or circumstance beyond their respective control and that could not have been avoided or mitigated by such Party with reasonable diligence that materially impedes the ability of such Party to perform its obligations hereunder, which causes or circumstances include the following to the extent that they meet the foregoing criteria in this definition: (i) any act of God (including conditions resulting from natural disasters or extreme weather developments, such as earthquakes, hurricanes, lightning, storms (including hail storms), tornadoes and drought), fire, flood, extremely cold temperatures (meaning temperatures below 32 degrees Fahrenheit for an extended period of time), (ii) equipment malfunction, failure, breakdown or accidents (including explosions), (iii) a Change in Law, (iv) power outage or interruption of or delay in transportation not within control of either

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Confidential Treatment Requested by Innophos Holdings, Inc.

Party, (v) inadequacy or shortage or failure of sources of supply of materials required for performance hereunder (including raw materials, and including as a consequence of a force majeure affecting the movement of such materials), or (vi) acts of civil unrest, war or terrorism, strikes or lockouts.

The Party whose performance is prevented or delayed shall notify the other Party in writing, as soon as reasonably practicable after the event causing the non-performance or delay, of the occurrence of such event and the expected duration and shall further provide notice as soon as reasonably practicable after the cause of such delay or non-performance is removed. In addition, each Party agrees to use reasonable best efforts to promptly address any Force Majeure event impacting its ability to perform its obligations under this Agreement.

In the event Supplier is unable to supply the full quantities of Product required hereunder due to a Force Majeure event, Supplier shall, in making available supplies of Product during such period, accord Innophos parity with respect to requirements of Supplier, Supplier’s affiliated companies, and Supplier’s other customers.

In the event that Supplier is excused from performance hereunder in accordance with this Article 8 , for so long as such non-performance continues, Innophos shall be allowed to purchase phosphoric acid from third-party manufacturers in an amount equal to the volume unfulfilled by Supplier (and any volumes purchased by Innophos from a third-party manufacturer shall be credited against Innophos’ purchase obligations in Article 4 of this Agreement). In the event that Innophos is excused from performance hereunder in accordance with this Article 8 , for so long as such non-performance continues, Supplier shall be allowed to freely sell Products nominated by Innophos pursuant to Article 4 to other customers in an amount equal to the volume that Innophos is not able to purchase (and any volumes sold to other customers shall be credited against Innophos’ purchase obligations and Supplier’s supply obligations in Article 4 of this Agreement).

If any suspension of delivery of Product pursuant to this Article 8 continues for a period longer than 30 days, Innophos shall have the right to terminate delivery of such Product without regard to any notice or cure requirements set forth herein (and Innophos shall be relieved of its purchase obligations under Article 4 with respect to such Product). After cessation of the effects of a cause or circumstance as described above excusing the delay in performance by Supplier, if requested by Innophos, Supplier shall use commercially reasonable efforts to promptly make up any deliveries or quantities of Product previously nominated by Innophos, the supply of which had been delayed or unfulfilled as a result of such cause or circumstance pursuant to the provisions of this Article 8 . Except as requested by Innophos pursuant to the preceding sentence, Innophos shall not be required to pay for, and Supplier shall not be required to supply, those Product that are not provided due to excused performance in a force majeure event.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any new Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority.

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“ Governmental Authority ” means any government or political subdivision or regulatory body, whether federal, state, local or foreign, or any agency, bureau, board, commission, department, or instrumentality of any such government or political subdivision or regulatory authority, or any federal state, local or foreign court or tribunal or arbitral body.

“ Law ” means any law, statute, code, ordinance, regulation, judgment, order, decree or other requirement of any Governmental Authority.

9. Taxes . The price specified herein does not include any sales, excise, customs or similar tax, charge, duty or cost levied or imposed as of this date by any federal, state, municipal or other governmental authority upon the manufacture, sale, delivery, shipment or use of Product sold hereunder, and any such tax, charge or cost, as well as any increases therein or any similar taxes or charges levied after the date of this Agreement shall be for the account of Innophos. Income, franchise, gross receipts, excess profit, and other similar taxes are not to be regarded as taxes, charges or costs within the meaning of this paragraph.

10. Miscellaneous .

10.1 The relationship between the Parties is that of a seller and a buyer and is not and shall not be deemed to be that of employer/employee, principal/agent, joint- venture/partnership or otherwise.

10.2 Neither Party shall (by operation of law or otherwise) assign or transfer its rights or delegate its performance hereunder without the prior written consent of the other, which consent shall not unreasonably be withheld, and any attempted assignment, transfer or delegation without such consent shall be void; provided that either Party may assign this Agreement to an affiliate without the consent of the other Party and provided further that notwithstanding such assignment, the assigning Party shall remain primarily liable for the payment obligations set out herein.

10.3 Each of the Parties agrees to hold in confidence the terms of this Agreement and all technical and business information disclosed to it by the other Party hereunder, except for such information that (i) is in the public domain at the time that it is disclosed by one Party to the other, (ii) was already rightfully in the possession of the other Party, (iii) becomes part of the public domain by publication or otherwise, or (iv) is required to be disclosed by law, including rules and regulations promulgated by the U.S. Securities and Exchange Commission. Each of the Parties agrees further that it will not use any technical or business information disclosed to them by the other Party hereunder for any purpose other than the performance of this Agreement. Each of the Parties also agrees that it shall disclose the terms of this Agreement only to those of its employees who have a need to know such terms. The provisions of this Section  10.3 shall survive any termination of this Agreement.

10.4 All notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given when delivered in person or when dispatched by email (if confirmed in writing by mail simultaneously dispatched) or one Business Day after having been dispatched by a nationally recognized overnight courier service to the appropriate Party at the address or email address specified below:

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Confidential Treatment Requested by Innophos Holdings, Inc.

If to Supplier:

PCS Sales (USA), Inc.

PCS Nitrogen Fertilizer, L.P.

1101 Skokie Boulevard, Suite 400

Northbrook, IL 60062

Attention: Executive Vice President, Phosphate

Email: [***]

With a copy to:

PCS Sales (USA), Inc.

1101 Skokie Boulevard, Suite 400

Northbrook, IL 60062

c/o Legal Counsel

Email: [***]

If to Innophos:

Innophos, Inc.

259 Prospect Plains Road, Building A

Cranbury, NJ 08512

Attention: Chief Executive Officer

Chief Legal Officer

Email: [***]

Invoices shall be sent by electronic mail or first-class mail, postage prepaid to such locations or persons as Innophos may designate from time to time. Either Party may change its address for the receipt of notices, requests or other communications hereunder by written notice duly given to the other Party. Each Party shall acknowledge in writing receipt of any notice, request or other communication delivered in person.

10.5 The section headings in this Agreement are for convenience only and are in no way to be construed as part of this Agreement nor as a limitation of the scope of the particular sections to which they refer.

10.6 If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement or any other application of such term or provision shall not be affected thereby.

10.7 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. No condition, usage of trade, course of dealing or performance, understanding or agreement purporting to amend, modify, vary, explain or

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supplement the terms or conditions of this contract shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification shall be effected by the acknowledgment or acceptance of purchase order or shipping instruction forms containing terms or conditions at variance with or in addition to those set forth herein. No waiver by either Party with respect to any breach or default or of any right or remedy, and no usage of trade or course of dealing or performance, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy or of any other term, condition or provision of this contract, unless such waiver be expressed in writing and signed by the party to be bound.

10.8 This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements, understandings or representations, whether written or oral, relating to the sale and purchaser of Product.

10.9 This Agreement will in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such state, including all matters of construction, validity and performance.

10.10 Each Party hereto hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case, sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such New York State or in any such Federal court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth in Section  10.4 shall be effective service of process for any suit, action or proceeding brought in any such court.

[ Signature page follows ]

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Confidential Treatment Requested by Innophos Holdings, Inc.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by their duly authorized representatives effective as of the day and year first above written.

[Signature Page to New MGA Supply Agreement]

Confidential Treatment Requested by Innophos Holdings, Inc.

EXHIBIT A - SPECIFICATIONS

Exhibit 10.4

Execution Version

SERVICES AGREEMENT

by and between

PCS NITROGEN FERTILIZER, L.P.

and

INNOPHOS, INC.

Dated as of June 29, 2018

This SERVICES AGREEMENT (together with the Schedules hereto, this “ Agreement ”), dated as of June 29, 2018 (the “ Signing Date ”), is by and between PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“ PCS ”), and Innophos, Inc., a Delaware corporation (“ Innophos ”). PCS and Innophos are collectively referred to herein as the “ Parties ” and individually referred to herein as a “ Party .”

RECITALS

A. PCS and certain affiliates of PCS desire to provide, or cause to be provided, to Innophos, and Innophos desires to receive, certain Services (as defined below); and

B. The Parties have concurrently entered into that certain Termination Agreement (the “ Termination Agreement ”), dated as of the date hereof, pursuant to which the parties have set forth certain agreements relating to the shutdown of the phosphoric acid production facility of PCS in Geismar, Louisiana (the “ PCS Geismar Plant ”) and alternative arrangements for their respective ongoing operations and supply needs.

AGREEMENTS

Intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

Definitions; Agreement To Provide and Accept Services

Section 1.01 Definitions . For purposes of this Agreement, the following terms have the meanings set forth in this Section  1.01 . The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

“ Additional Service ” has the meaning set forth in Section  1.07 .

“ Advance Notice ” has the meaning set forth in Section  3.01 .

“ Affiliate ” means with respect to any Person, any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

“ Battery Limit ” means, with respect to any Product or Service, the location of the metering station for the lines delivering such Product or Service to the Service Recipient.

“ Business Day ” means any day other than a Saturday or Sunday or a day on which banking institutions located in the State of Louisiana or State of New York are authorized or required to be closed.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any new Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline, Order or directive (whether or not having the force of law) by any Governmental Authority

“ Clarified Water System Acquisition ” has the meaning set forth in Section  1.08 .

“ Clarified Water System Upgrade ” has the meaning set forth in Section  1.08 .

“ Damages ” has the meaning set forth in Section  5.03(a) .

“ Effective Date ” has the meaning set forth in Section  3.01 .

“ Enforcement Costs ” has the meaning set forth in Section  2.01(a) .

“ Existing Services Agreement ” has the meaning set forth in Section  6.10 .

“ Fee ” has the meaning set forth in Section  2.04 .

“ Fee Schedule ” has the meaning set forth in Section  1.02 .

“ First Renewal Term ” has the meaning set forth in Section  3.01 .

“ Governmental Authority ” means any government or political subdivision or regulatory body, whether federal, state, local or foreign, or any agency, bureau, board, commission, department or instrumentality of any such government or political subdivision or regulatory authority, or any federal state, local or foreign court, tribunal or arbitral body.

“ Honeywell ” means Honeywell International Inc.

“ Honeywell Dock ” means the dock that is owned and maintained by Honeywell and used by PCS to service the PCS Geismar Plant.

“ Honeywell Services ” means those Services designated as “Honeywell Services” in the Schedules.

“ Indemnitees ” has the meaning set forth in Section  5.03(a) .

“ Initial Term ” has the meaning set forth in Section  3.01 .

“ Law ” means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority.

“ Materials ” has the meaning set forth in Section  3.04 .

“ Nitrogen Plant ” means the nitrogen facility operated by PCS in Geismar, Louisiana.

“ Nitrogen Plant Shutdown ” has the meaning set forth in Section  3.02 .

“ Order ” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

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“ PCS Dock ” means the floating dock owned by PCS and located next to the Honeywell Dock.

“ PCS Geismar Plant ” has the meaning set forth in the Recitals .

“ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity.

“ Product ” means each product identified on the Schedules supplied to a Service Recipient pursuant to the Services.

“ Renewal Term ” has the meaning set forth in Section  3.01 .

“ Representative ” means, with respect to any Person, the directors, officers, managers, employees, accountants, advisors, attorneys, consultants or other agents of that Person, or any other representatives of that Person.

“ Second Renewal Term ” has the meaning set forth in Section  3.01 .

“ Service ” has the meaning set forth in Section  1.02 .

“ Service Provider ” has the meaning set forth in Section  1.02 .

“ Service Provision Taxes ” has the meaning set forth in Section  2.06 .

“ Service Recipient ” has the meaning set forth in Section  1.02 .

“ Service Volume Increase ” has the meaning set forth in Section  1.07 .

“ Signing Date ” has the meaning set forth in the Preamble .

“ Schedule ” has the meaning set forth in Section  1.02 .

“ Sulfuric Acid Tank Equipment ” means the T-5 Tank and the transfer pump (Innophos Transfer Pump Equipment # 300PU011.GMS) owned by Innophos and used in connection with the T-5 Tank.

“ T-5 Tank ” means the sulfuric acid tank (Sulfuric Acid Storage Equipment # 571TK002, 4,000 ton capacity) located at the PCS Geismar Plant that will be transferred to Innophos pursuant to the Termination Agreement.

“ Third Party Service Provider ” has the meaning set forth in Section  1.03 .

Section 1.02 Provision of Services . On the terms and subject to the conditions contained in this Agreement and the Schedules attached hereto (each a “ Schedule, ” and collectively the “ Schedules ”), PCS shall provide, or shall cause its Affiliates or any permitted Third Party Service Providers (as defined below) designated by PCS in accordance with Section  1.03 to provide, from and after the Effective Date, to Innophos (a) the services listed on the Services Schedule attached at Annex A together with those incidental actions, if any, necessary to effect such services and (b)

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any additional services added in accordance with Section  1.07 (each item in clauses (a) and (b), a “ Service ”, and collectively the “ Services ”). As used in this Agreement, a “ Service Provider ” shall mean PCS or its Affiliates, each in its or their capacity as a provider of Services hereunder, and a “ Service Recipient ” shall mean Innophos or its Affiliates, each in its or their capacity as a recipient of Services hereunder. Each Service shall be provided in exchange for the consideration set forth with respect to such Service on Annex A in the columns entitled “Fees” and, as applicable, “Other Terms” (the “ Fee Schedule ”), which sets forth the amount charged for each Service, or as the Parties may otherwise agree in writing from time to time. Each Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth in this Agreement, the Fee Schedule and on the applicable Schedule.

Section 1.03 Affiliate and Third Party Service Providers . The Parties acknowledge and agree that PCS may provide the applicable Services directly, through an Affiliate of PCS or through one or more third parties (a) engaged by PCS to provide the applicable Services, or (b) that act as a supplier of Products or Services to PCS on a back to back basis, in each case in accordance with the terms of this Section  1.03 (each such third party, a “ Third Party Service Provider ”). PCS shall make, in its sole discretion, any decisions as to whether it will provide the applicable Services directly or through an Affiliate or Third Party Service Provider; provided , that (i) PCS shall remain responsible for ensuring that its obligations with respect to such Services, including with respect to the standard of care for such services set forth in Section  2.01 , are satisfied with respect to all Services provided by any Affiliate or Third Party Service Provider, (ii) the use of any Third Party Service Provider shall not increase any fees or other amounts payable by Innophos hereunder, (iii) in the event Innophos raises a concern to PCS in good faith that a Third Party Service Provider is failing to provide Products or Services in accordance with the terms of this Agreement, PCS shall reasonably consider such concern in good faith and (iv) if PCS determines in good faith that a Third Party Service Provider is failing to provide Products or Services in accordance with the terms of this Agreement, then PCS shall take reasonable steps to address and remedy such compliance issues to the reasonable satisfaction of Innophos.

Section 1.04 Access . Innophos shall, and shall cause its Affiliates to, (a) make available on a timely basis to the applicable Service Provider all information and materials reasonably requested by such Service Provider to enable such Service Provider to provide the applicable Services to such Service Recipient and (b) provide to the applicable Service Provider reasonable access to its premises, facilities and personnel to the extent reasonably necessary for such Service Provider to provide the applicable Services to such Service Recipient.

Section 1.05 Reliance . PCS shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by an applicable Service Recipient in connection with this Agreement. PCS shall not be liable for any impairment of any Service caused by or relating to its not receiving the information, materials or access required by Section  1.04 , either timely or at all, or by its receiving inaccurate or incomplete information from an applicable Service Recipient that is required or reasonably requested regarding that Service.

Section 1.06 Cooperation . The Parties shall reasonably cooperate in good faith with each other in matters relating to the provision and receipt of the Services. Such cooperation shall include negotiating in good faith any additional agreements between the Parties or their respective Affiliates, in each case as necessary or desirable by the Parties to permit each Party to perform its obligations hereunder (but any such agreement shall not reduce, increase or otherwise modify any of the obligations contained herein).

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Section 1.07 Additional Services .

(a) After the date hereof, Innophos may request that PCS provide other similar services under this Agreement (each, an “ Additional Service ”), subject to the Parties reaching an agreement on additional Fees and reasonable term in respect of such Additional Service. In the event that the Parties reach an agreement with respect to providing such Additional Services under this Agreement, the Parties shall amend the appropriate Schedule(s) in writing to include such Additional Services (including the incremental fees with respect to such services) and such Additional Services shall be deemed Services hereunder, and accordingly, PCS shall provide such Additional Services, or cause such Additional Services to be provided, in accordance with the terms and conditions of this Agreement. The Fee payable by Innophos to PCS for such Additional Service will be negotiated in good faith on a basis consistent with the approach and methodology used to determine the Fees for similar or otherwise comparable services.

(b) If Innophos requests that the level or volume of any Service be increased beyond that set forth in the Schedules as of the Signing Date (“ Service Volume Increase ”) or that the manner in which any Service is provided be changed from that set forth in the Schedules as of the Signing Date, the Parties shall negotiate in good faith as to (i) whether PCS can increase the level or volume of such Service or change the manner in which such Service is provided, and (ii) any incremental Fees that would be payable by Innophos in respect of such increase or change if an agreement thereto is reached. The incremental Fee payable (if any) by Innophos to PCS for such Service Volume Increase or Service change will be negotiated in good faith on a basis consistent with the approach and methodology used to determine the Fees for similar or otherwise comparable Services.

Section 1.08 Renegotiation . In relation to the supply of clarified water by PCS as a pass-through Service from Honeywell as further described in the row of Annex A titled “Clarified Water (Honeywell Service),” the Parties acknowledge, understand and agree that if PCS acquires the clarified water system which includes Honeywell’s raw river pumping system (a “ Clarified Water System Acquisition ”), the Fees described in such row of Annex A will no longer apply, PCS shall provide the Service described in the row of Annex A titled “Clarified Water (Honeywell Service)” to Innophos directly, and PCS will allocate to Innophos, in proportion to its usage of clarified water, a portion of the Fees that represent PCS’s additional costs in acquiring, maintaining and operating such clarified water system (with any capital costs to be treated for such purposes as being amortized over the estimated useful life of such system). In addition, if a major change, repair or upgrade to the clarified water system (a “ Clarified Water System Upgrade ”) is required, the Fees described in the row of Annex A titled “Clarified Water (Honeywell Service),” or any substitute to which the Parties may mutually agree, will no longer apply, and PCS will allocate to Innophos in proportion to its usage of clarified water a portion of the Fees that represent PCS’s cost of changing, repairing, or upgrading such clarified water system (with any capital costs to be treated for such purposes as being amortized over the remained estimated useful life of such system). The Parties acknowledge, understand and agree that notwithstanding anything to the contrary set out in this Agreement, if a Clarified Water System Acquisition or Clarified Water System Upgrade occurs and Innophos fails to pay any undisputed Fees allocated in accordance with this Section  1.08 related to the clarified water system following such event, PCS shall no longer have any obligation to provide clarified water hereunder.

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ARTICLE II

Terms and Conditions; Payment; Independent Contractors

Section 2.01 Terms and Conditions of Services .

(a) Unless otherwise agreed by the Parties in writing in advance, PCS shall, and shall cause its Affiliates and Third Party Service Providers to, perform Services (i) in accordance with applicable Law, (ii) with the standard of care and professionalism customarily applicable to the respective Services and (iii) using the standard operating procedures that PCS applies to its own business with respect to the applicable Services, but solely to the extent PCS uses such Services in its business. In no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed by the Parties in writing. PCS shall, and shall cause its Affiliates and Third Party Service Providers to, perform its and their duties and responsibilities hereunder in good faith. Notwithstanding anything to the contrary set out herein, the Parties acknowledge, understand and agree that if (x) Honeywell or any other Third Party Service Provider fails to perform a Honeywell Service or a Service provided by another Third Party Service Provider per the terms of this Agreement, (y) Honeywell or any other Third Party Service Provider does not have title to Products it sells and delivers to Innophos pursuant to this Agreement, or (z) Products sold hereunder by Honeywell or any other Third Party Service Provider do not conform in all respects to the specifications for such Products set forth in the Schedules, PCS will either (A) pursue in good faith its available contractual rights against Honeywell or such other Third Party Service Provider on behalf of both PCS and Innophos, including making a claim against Honeywell or such other Third Party Service Provider to enforce such available contractual rights, or (B) assign such contractual rights to Innophos, and in each of cases (A) and (B) the out-of-pocket costs of the foregoing (“ Enforcement Costs ”) shall be allocated between PCS and Innophos in a manner proportionate to PCS’s and Innophos’s use of the affected Services; provided , that if PCS pursues such rights against Honeywell or such other Third Party Service Provider in good faith, Innophos covenants and agrees that it will not seek damages or any other relief against PCS relating to Honeywell’s or such other Third Party Service Provider’s failure to perform the affected Services. If Innophos fails to pay any undisputed Enforcement Costs allocated in accordance with this Section  2.01(a) , PCS shall be relieved of pursuing any relief against Honeywell or such other Third Party Service Provider for failure to perform the applicable Services.

(b) Except as expressly set forth in the Schedules, the Services shall not include, and this Agreement shall not require any Service Provider to provide or cause to be provided to the Service Recipient(s), services that involve or relate to the provision of legal or tax advice (including the provision of legal opinions or tax opinions). In addition, the Parties acknowledge and agree that any advice provided by any Service Provider to the Service Recipient(s) in effecting the compliance or regulatory services shall be incidental only to the provision of such services, and in no event shall any Service Provider be required to provide any compliance opinions.

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Section 2.02 Independent Contractors .

(a) A Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates; provided , that any Third Party Service Provider shall perform applicable Services on behalf of PCS.

(b) The employees of each Service Provider assigned by such Service Provider to perform the Services pursuant to the terms hereof shall at all times remain solely under the authority and direction of their actual contractual employer. The Agreement creates no subordinate relationship between each Service Provider’s and each Service Recipient’s personnel, even in the event Services are being performed in the mutual interest of the Parties. Each Service Provider is thus solely responsible for managing its personnel, which remains entirely subordinated to the Service Provider. Each Service Recipient shall not have any obligation to pay any such personnel’s salary, insurance, social security or any other amounts required by applicable Law or by contract to be paid to or in respect of any such person by his or her employer during or on the termination of this Agreement.

Section 2.03 Service Interruption . PCS shall use reasonable best efforts to provide, or cause any of its Affiliates or Third Party Service Provider to provide, uninterrupted Services (as defined in the Schedules) throughout the Initial Term and any Renewal Term. Upon reasonable prior notice to Innophos setting forth in reasonable detail the cause of the temporary interruption, PCS will have the right to (and permit its Third Party Service Provider to) temporarily interrupt the provision of Products or Services or temporarily shut down the operation of the facilities or systems of PCS (or such Third Party Service Provider) for reasonably necessary maintenance; provided , however , that prior notice shall not be required if the interruption or shutdown is required to address an immediate safety concern; provided , further that, in such event, PCS shall reasonably promptly thereafter provide notice setting forth in reasonable detail the basis for the immediate safety concern. In performing any maintenance contemplated by this Section  2.03 , including any routine maintenance or preventative services, PCS shall use reasonable best efforts to minimize the impact of such maintenance on the Services and Innophos’s business, including coordinating with Innophos a mutually agreed upon schedule for conducting such maintenance. PCS will be relieved of its obligations to provide, or cause to be provided, Products or Services for the period of time that the relevant facilities or systems are shut down pursuant to this Section  2.03 , but shall also use reasonable best efforts to resume provision of the Products and Services as promptly as practicable. In the event that a particular Fee is based on the duration of time for which PCS provides the applicable suspended Product or Service, PCS shall reduce the charges related to such suspended Products or Services on a pro rata basis based on the number of days such Products or Services are suspended. Such reduction of charges by PCS shall constitute Innophos’s sole and exclusive remedy hereunder for suspension of Services or supply of Products by PCS in accordance with this Section  2.03 .

Section 2.04 Payments . Each calendar month during the term of this Agreement, PCS shall prepare and deliver to Innophos an invoice for Services provided to Innophos during the preceding calendar month, and each such invoice shall set forth in reasonable detail the amount charged for each Service and the aggregate amount charged for such Services (the “ Fee ”), which aggregate amount shall be due and payable by Innophos within 30 days after the date of such invoice. The

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Fees applicable to each Service are set forth on the Fee Schedule. Neither Innophos nor PCS shall have any right to setoff or reduce any payments to be made pursuant to this Agreement against any other obligation owed by such Innophos, on the one hand, to PCS, on the other hand. The making of any payment or payments shall not imply acceptance of the Services to which the payment or payments relate, or the waiver of requirements of, or rights to make any claims under, this Agreement.

Section 2.05 Warranties .

(a) PCS warrants with respect to all Services, other than the Honeywell Services and any other Services provided by a Third Party Service Provider, that it has title to all Products it sells and delivers to the Service Recipient pursuant to this Agreement and that any Products sold hereunder conform in all respects to the specifications for such Products set forth in the Schedules.

(b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING SECTION 2.01(a) , PCS HAS NOT MADE AND DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Section 2.06 Taxes .

(a) General . Subject to Section  2.06(b) , Innophos shall pay (or cause to be paid) and be responsible for all sales, use, excise, value-added, service, goods and services, consumption and similar Taxes assessed on or in connection with the provision of Services under this Agreement by any federal, state or local governmental authority (“ Service Provision Taxes ”). For the avoidance of doubt, Service Provision Taxes shall not include any income-based Taxes measured by or imposed on each Service Provider’s net income, real or personal property Taxes on property a Service Provider owns or employment taxes of a Service Provider’s employees.

(b) Service Provision Taxes . All amounts payable pursuant to this Agreement are exclusive of Service Provision Taxes. Innophos shall either (x) on receipt of a valid invoice (or other valid and customary documentation, if any) in compliance with applicable Law and reasonably detailing the applicable Service Provision Taxes and a calculation of the amount due, promptly pay or reimburse PCS the amount of such Service Provision Taxes shown as due on such invoice (it being understood that Innophos reserves all rights to dispute any amount of Service Provision Taxes shown on such invoice directly to the relevant Governmental Authority so long as Innopohos complies with the final resolution of any such dispute and PCS shall reasonably cooperate with such disputes at Innophos’s expense); or (y) where required by applicable Law, account directly to the relevant Governmental Authority for any such Service Provision Taxes ( e.g. , under a reverse charge procedure). The Parties shall use commercially reasonable efforts to minimize Service Provision Taxes to the extent legally permissible ( e.g. , by applying for exemption certificates or issuing any certificate or similar document which the other Party may require in order to obtain a tax credit, deduction or similar relief) and to calculate any applicable sales and use taxes and to make payment thereof directly to the appropriate

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Governmental Authority. If PCS receives any refund of Service Provision Taxes that are, or were, borne by Innophos pursuant to this Agreement, PCS shall promptly pay, or cause to be paid, to Innophos the amount of such refund (net of any additional taxes PCS incurs or will incur as a result (x) of the receipt of such refund or (y) of the facts on which such refund is based).

Section 2.07 Use of Services . Innophos shall not, and shall cause its Affiliates not to, resell, license, sublet or transfer any Services to any Person whatsoever or permit the use of the Services by any Person.

Section 2.08 Records . PCS shall maintain records of all receipts, invoices, reports and other documents relating to the Services rendered under this Agreement in accordance with its standard accounting practices and procedures. PCS shall retain such accounting records and make them reasonably available to Innophos’s auditors for a period of seven (7) years from the close of each fiscal year of Innophos during which Services were provided; provided , that PCS may, at its option, transfer such accounting records to Innophos.

Section 2.09 Insurance .

(a) Each Party, at its respective sole cost, will maintain (and cause its subcontractors, if any, to maintain) the following insurance during the Term (which can be satisfied through excess or umbrella coverages):

(i) workers’ compensation insurance, both statutory limits and employers’ liability insurance with a limit of $1,000,000 for each occurrence, both coverages to apply to liability as applicable under any state or federal statute or through any common law process;

(ii) business or commercial automobile liability insurance with a combined bodily injury and property damage limit of $5,000,000 for each occurrence;

(iii) commercial general liability insurance with a combined limit, including bodily/personal injury and property damage, products and completed operations liability, and Sudden and Accidental Pollution Liability, of $20,000,000 for each occurrence; and

(iv) “All Risk” insurance (including flood and earthquake) upon all property owned by each Party or for which each Party is legally liable, or which is installed by or on behalf of the each Party as well as each Party’s personal property, and construction machinery and equipment owned or rented and used by each Party for the performance of the work, in an amount of at least 100% of the full replacement cost.

(b) Subject to the applicable policy terms and conditions and subject to the extent of any liability the applicable Party has expressly assumed in this Agreement, all insurance policies required pursuant to this Section  2.09 (other than Section  2.09(a) ) shall:

(i) be issued by reputable companies with a claims paying ability of “BBB” or better by Standard & Poor’s Rating Services or a rating of “A-” or better in the current Best’s Insurance Reports;

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(ii) include the other Party and its successors and/or assigns, as additional insureds of the policy;

(iii) contain waivers of subrogation in favor of the additional insureds; and

(iv) be regarded as primary insurance.

(c) The insurance coverage required under this Agreement will be additional security for the liabilities each Party has assumed hereunder and will not be deemed to limit any such liability, and such requirements will not be considered the amount or types of insurance such Party should carry to adequately protect itself from the risks of its occupation. Each Party will be responsible for any amount not covered by the insurance policies required of any subcontractor used by such Party under this Section  2.09 .

ARTICLE III

Term and Termination of Services

Section 3.01 Term .

(a) Initial Term and Renewals. Subject to Section  3.02 , this Agreement shall commence on the Termination Date (as defined in the Termination Agreement) (the “ Effective Date ”) and shall continue in effect until the ten (10) year anniversary of the Effective Date (the “ Initial Term ”), and may be extended for up to two successive ten (10) year periods. Innophos in its sole discretion may elect to extend the Agreement upon Advance Notice with respect to any of the Services for an additional ten (10) year period (the “ First Renewal Term ”) and, following the First Renewal Term, the Parties may elect to extend the Agreement with respect to any of the Services upon mutual agreement in accordance with Section  3.01(b) for an additional ten (10) year period (the “ Second Renewal Term ” and each renewal term, a “ Renewal Term ”). Notwithstanding the foregoing, this Agreement shall terminate, and all provisions of this Agreement shall become null and void and be of no further force and effect, except for the provisions set forth in Section  3.05 , on the date on which PCS has no obligation to provide any Service under this Agreement.

(b) Notice .

(i) During the First Renewal Term, if Innophos determines that it desires to further extend the term of a Service for the Second Renewal Term, Innophos shall provide PCS with Advance Notice. Upon receipt of Advance Notice, the Parties will negotiate reasonably and in good faith to determine the terms of such renewal (if the Parties reach an agreement to further extend the Second Renewal Term, the term of such extension shall also be deemed a Renewal Term); provided , that if the Parties are unable to reach a mutual agreement after negotiating reasonably and in good faith, the Service shall terminate at the end of the First Renewal Term.

(ii) As used in this Agreement, “ Advance Notice ” means, written notice by Innophos to PCS of its desire to extend the Initial Term or the First Renewal Term, as applicable, which notice must be provided to PCS no less than 12 months before the termination of the Initial Term or the First Renewal Term, as applicable.

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Section 3.02 Termination; Breach .

(a) Breach of Agreement . If Innophos fails to (i) pay any undisputed Fees or other amounts due and payable pursuant to the terms of this Agreement (including amounts arising from compliance with Section  2.06 ), or (ii) maintain insurance coverage in compliance with Section  2.09 , and if such failure continues without cure for 30 Business Days after PCS has given Innophos a written notice of default specifying in reasonable detail the nature of such failure, then PCS shall have the right to terminate this Agreement upon written notice to Innophos. If Innophos believes in good faith that PCS or any of its Affiliates has breached any of its obligations under this Agreement, then (x) Innophos shall provide written notice to PCS specifying in reasonable detail the nature of the alleged breach as soon as reasonably practicable after Innophos becomes aware of the alleged breach, and (y) PCS or its Affiliate shall have three Business Days to commence implementing a cure for such alleged breach and seven Business Days (from the date PCS received notice) to cure such breach. Innophos may not assert or enforce any claim with respect to any alleged breach unless PCS or its Affiliate fails to commence implementing a cure for such alleged breach within three Business Days following PCS’s receipt of the notice delivered pursuant to the foregoing sentence or cure such alleged breach within seven Business Days following PCS’s receipt of the notice delivered pursuant to the foregoing sentence.

(b) Termination for Convenience . Except as expressly set forth in the Schedules with respect to any Service, during the Initial Term or any Renewal Term, as applicable, any Service (or group of Services if such group of Services is required to be terminated together as specifically indicated in the Schedules) may be cancelled or reduced in amount or any portion thereof by Innophos upon six months’ prior written notice thereof; provided , that Innophos shall pay to PCS all fees due up to the effective date of such termination and any reasonable and documented third-party fees, costs and expenses incurred by PCS and/or its Affiliates as a result of such early cancellation. Upon the termination of any Service, Innophos shall not be responsible for any costs, fees or expenses associated with such terminated Service, and PCS shall not be responsible for performing such terminated Service, in each case, with respect to the period after the termination date. For the avoidance of doubt, Innophos shall be responsible for any costs, fees or expenses accrued with respect to such terminated Service for the period prior to the termination date in accordance with this Section  3.02(a) .

(c) Nitrogen Shut Down . If PCS shuts down the Nitrogen Plant (a “ Nitrogen Plant Shutdown ”), this Agreement shall terminate with respect to all Services; provided that, as a condition thereto, PCS shall provide Innophos with at least 12 months’ advance written notice of a Nitrogen Plant Shutdown.

Section 3.03 Sums Due . In the event of a termination of this Agreement, PCS shall be entitled to the immediate payment of, and Innophos shall within 45 Business Days pay to PCS, all undisputed accrued amounts for Services, Service Provision Taxes and other amounts due under this Agreement as of the date of termination.

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Section 3.04 Destruction of Materials . At the request of either Party, upon termination of a Service and/or at the expiration of the Initial Term or Renewal Term, as applicable, each Party that holds books, records, files, databases, confidential information or computer software or hardware owned or leased by the other Party or its Affiliates (the “ Materials ”) will destroy all of such Materials promptly upon the relevant termination, but not later than 90 days after such termination; provided that either Party may retain copies of such Materials to the extent required to comply with applicable Law (including professional standards) and bona fide document retention policies. Any confidential information retained by a Party in compliance with this Section  3.04 following the termination of any Service will remain subject to the provisions of Section  6.01 following such termination.

Section 3.05 Effect of Termination . Section  2.01 , Section  2.04 , Section  2.05 , Section  2.06 , Section  2.08 , Section  3.03 , Section  3.04 , this Section  3.05 and Article V and Article VI shall survive any termination of this Agreement.

ARTICLE IV

Force Majeure

Section 4.01 Force Majeure .

(a) Notwithstanding anything herein to the contrary, PCS (or its Affiliate or Third Party Service Provider) and Innophos shall each be excused for any delay in performance or non-performance of any of the terms and conditions of this Agreement, other than the payment of money, if and to the extent, and for the duration, that such delay or non-performance is caused by Force Majeure.

(b) The term “Force Majeure” shall mean any cause or circumstance beyond a Party’s respective control and that could not have been avoided or mitigated by such Party (or an Affiliate or Third Party Service Provider of PCS) with reasonable diligence that materially impedes the ability of such Party to perform its obligations hereunder, which causes or circumstances include the following to the extent they meet the foregoing criteria in this definition: (i) any act of God (including conditions resulting from natural disasters or extreme weather developments, such as earthquakes, hurricanes, lightning, storms (including hail storms), tornadoes and drought), fire, flood, extremely cold temperatures (meaning temperatures below 32 degrees Fahrenheit for an extended period of time), (ii) equipment malfunction, failure, breakdown or accidents (including explosions), (iii) a Change in Law, (iv) power outage or interruption of or delay in transportation not within control of either Party, (v) inadequacy or shortage or failure of sources of supply of materials required for performance hereunder (including raw materials, and including as a consequence of a force majeure affecting the movement of such materials), or (vi) acts of civil unrest, war or terrorism, strikes or lockouts.

(c) The Party whose performance is prevented or delayed shall notify the other Party in writing, as soon as reasonably practicable after the event causing the non-performance or delay, of the occurrence of such event and the expected duration and shall further provide notice as soon as reasonably practicable after the cause of such non-performance or delay is removed. In addition, each Party agrees to use reasonable best efforts to promptly address any Force Majeure event impacting its ability to perform its obligations under this Agreement.

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(d) If any suspension of Services or delivery of Products pursuant to this Article IV continues for a period longer than 30 days, Innophos shall have the right to terminate such Service (or group of Services if such Service could only be terminated together with such other Services) or delivery of Products without regard to any notice or cure requirements set forth herein. Innophos shall not be required to pay for those Services or Products that are not performed due to excused performance in a Force Majeure event.

ARTICLE V

Liabilities

Section 5.01 Claims . Claims on account of (a) weight, quality, loss of or damage to Products are waived unless made in writing within 90 days after arrival of such Products at destination, and (b) non-conformity of Services are waived unless made in writing within 90 days after such Services that form the basis of such claim are rendered.

Section 5.02 Assumption of Risk; Limitation of Liability .

(a) Except as otherwise set forth in the Termination Agreement, as provided under the heading “Sulfuric Acid Tank Equipment Maintenance and Operation” on Annex A and without limiting the Parties’ respective indemnification obligations thereunder or hereunder, Innophos assumes all risks and liability for any loss, damage or injury to persons or property resulting from Innophos’s (i) receipt of any Services (not the provision of the Services by PCS (or an Affiliate or Third Party Service Provider designated by PCS)), and (ii) the storage, handling, transportation, resale or use of Products and any other materials provided hereunder, in each case whether used singly or in combination or otherwise, other than, in each case, any loss, damage or injury arising out of the gross negligence, fraud or willful misconduct of PCS or its Affiliates in the provision of any Service by or on behalf of such Service Provider. PCS shall not be liable to Innophos, and Innophos shall be liable, for damage to persons or property resulting from the use by Innophos of Products obtained in connection with the Services in manufacturing processes, or in combination with other substances, or otherwise, other than any loss, damage or injury arising out of the gross negligence, fraud or willful misconduct of PCS or its Affiliates in the provision by or on behalf of such Service Provider.

Section 5.03 Indemnity .

(a) Except for the fee, tax, cost and expense allocations expressly set forth in other provisions of this Agreement, Innophos hereby agrees to indemnify, defend and hold harmless PCS and each of its Affiliates and Representatives (collectively, the “ Indemnitees ”), from and against any and all claims, demands, complaints, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “ Damages ”) arising from, relating to, or in connection with, the receipt of any Service by Innophos or any of its Affiliates or any other Person receiving such Service (not the provision of the Services by PCS (or an Affiliate or Third Party Service Provider designated by PCS)), except to the extent that such

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Damages were caused by (i) acts or omissions of PCS (or an Affiliate or Third Party Service Provider designated by PCS), which acts or omissions are the result of the gross negligence, fraud or willful misconduct of PCS (or an Affiliate or Third Party Service Provider designated by PCS), in which case, such Indemnitee shall not be entitled to the benefits of this Section  5.03(a) to the extent that such Damages were caused by such gross negligence, fraud or willful misconduct of PCS (or an Affiliate or Third Party Service Provider designated by PCS), or (ii) the negligence of PCS (or an Affiliate or Third Party Service Provider designated by PCS) to the extent provided under the heading “Sulfuric Acid Tank Equipment Maintenance and Operation” on Annex A . For the avoidance of doubt, Innophos shall not be required to indemnify PCS for any amounts payable by PCS to Innophos as Damages pursuant to a claim by Innophos against PCS under this Agreement.

(b) Except for the fee, tax, cost and expense allocations expressly set forth in other provisions of this Agreement, PCS hereby agrees to indemnify, defend and hold harmless Innophos and each of its Affiliates and Representatives from and against any and all Damages to the extent arising from, relating to or in connection with the (i) gross negligence, fraud, willful misconduct of PCS (or an Affiliate designated by PCS), and (ii) negligence of PCS (or an Affiliate designated by PCS) to the extent provided under the heading “Sulfuric Acid Tank Equipment Maintenance and Operation” on Annex A (including the direct, actually-incurred costs of any clean-up or remediation of environmental contamination to the extent resulting from such negligence, it being acknowledged, agreed and understood that Innophos, its Affiliates and its Representatives shall not be entitled to recover any other special, incidental, indirect or consequential damages resulting from such negligence).

Section 5.04 Consequential and Other Damages . Notwithstanding anything to the contrary contained in this Agreement (including Section  5.02 and Section  5.03 ) and except (a) for breaches of confidentiality under Section  6.01 , and (b) for Damages resulting from a Party’s gross negligence, fraud or willful misconduct, no Party shall be liable to any other Party or its Affiliates, or its or their respective Representatives, under this Agreement whether in contract, tort (including negligence and strict liability), equity, or otherwise, at law or in equity for any (i) special, incidental, indirect, consequential, multiplied, punitive or exemplary Damages or (ii) Damages for lost profits, lost revenue, or diminution in value.

Section 5.05 Specific Performance . The Parties agree that Innophos would suffer irreparable damage in the event PCS fails to comply with (a) its obligations in accordance with the specific terms under this Agreement with respect to the Services described in the rows of Annex A titled “Operation of Raw River Water Line,” “Demineralized Water Supply,” “Sulfuric Acid Tank Equipment Maintenance and Operation,” “Pipe Bridge Maintenance,” “Dock Equipment Maintenance,” and “Dock Management and Services,” or (b) its obligations under Section  2.01(a) to pursue in good faith its available contractual rights against Honeywell or any other Third Party Service Provider on behalf of both PCS and Innophos or to assign such contractual rights to Innophos, and that such non-performance could not be adequately compensated in all cases by monetary damages alone. The Parties acknowledge and agree that the Parties shall be entitled, without posting a bond or similar indemnity, to an injunction, specific performance and other equitable relief to enforce specifically the terms and provisions described in the preceding sentence in any court as specified in Section  6.14 , in addition to any other remedy to which they are entitled at law or in equity; provided , however , that such specific performance remedy will not be available in

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connection with any failure by PCS to provide electricity to Innophos if the Nitrogen Plant is not in operation. In no event shall the remedies set out in this Section  5.05 be available to Innophos or its Affiliates if it has breached its obligations hereunder, including its payment obligations set out in Section  2.04 , provided that PCS has provided notice to Innophos of such breach and such breach has not been cured.

Section 5.06 Sole and Exclusive Remedy . Except with respect to Innophos’ right to enforce the terms of Sections 1.03 and 2.01(a) or as expressly set forth in Section  2.03 , this Article 5 provides the sole and exclusive remedy for any misrepresentation, breach of warranty or covenant or other agreement, or other claim by any Party or its Affiliates arising out of this Agreement.

ARTICLE VI

Miscellaneous

Section 6.01 Confidentiality . Each of the Parties agrees that any confidential information of the other Party received in the course of performance under this Agreement shall be kept strictly confidential by the Parties, except that PCS or Innophos may, for the purpose of providing or receiving Services pursuant to this Agreement, disclose such information to any of its Affiliates, Representatives or to Third Party Service Providers to the extent reasonably necessary to provide or receive the Services pursuant to this Agreement; provided , that any such Affiliate, Representative or Third Party Service Provider shall have agreed to be bound by this Section  6.01 or comparable provisions; and provided , further , that either Party may disclose such information to the extent reasonably necessary in connection with the enforcement of this Agreement or as required by Law or legal or regulatory process (including any filings required to be made by the disclosing Party with the U.S. Securities and Exchange Commission and to the extent requested by any Governmental Authority in connection with any such Law or legal or regulatory process), including any tax audit or litigation. The obligations under this Section  6.01 shall not apply to (i) information that is already in the possession of the disclosing Party; provided that such information is not known by the disclosing Party after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to the other Party or another Person; (ii) information that becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by the disclosing Party or its Affiliates or Representatives; or (iii) information that becomes available to a Party on a non-confidential basis from a source other than the other Party; and provided , further , that such source is not known by such Party, after reasonable inquiry, to be subject to an obligation of confidentiality or other obligation of secrecy to the other Party.

Section 6.02 Intellectual Property . Each Party acknowledges that none of its Affiliates or any of their respective Representatives will acquire any right, title or interest (including any license rights or rights of use) in any intellectual property (including software) of the other Party or its Affiliates, Representatives or licensors, and the licenses therefor that are owned by such Party or its Affiliates, Representatives or licensors, by reason of the provision or receipt, as applicable, of the Services provided under this Agreement.

Section 6.03 Successors and Assigns . This Agreement and the rights and obligations hereunder shall be binding upon and inure solely to the benefit of the Parties, their respective successors and permitted assigns, but this Agreement shall not be assignable by either Party hereto

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without the express written consent of the other Party hereto, which will not be unreasonably withheld; provided that, without such consent, PCS may assign its rights and obligations hereunder to an Affiliate at any time (but no such assignment shall relieve PCS of its obligations under this Agreement ) .

Section 6.04 No Third-Party Beneficiaries . Except as provided in Section  5.03 , this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement express or implied shall give or be construed to give to any Person, other than the Parties and their permitted successors and assigns, any legal or equitable rights hereunder, whether as third-party beneficiaries or otherwise.

Section 6.05 Amendment . This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought.

Section 6.06 Waivers . No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. No provision of this Agreement may be waived except pursuant to a writing executed by the waiving Party.

Section 6.07 Notices . All notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by email (if confirmed in writing by mail simultaneously dispatched) or (c) one Business Day after having been dispatched by a nationally recognized overnight courier service, in each case to the appropriate Party at the address or email address specified below:

(a) If to PCS:

PCS Sales (USA), Inc.

PCS Nitrogen Fertilizer, L.P.

c/o Legal Counsel

1101 Skokie Blvd, Suite 400

Northbrook, IL 60062

Email: [***]

Telephone: [***]

Mobile: [***]

With a copy (which shall not constitute notice) to:

PCS Sales (USA), Inc.

PCS Nitrogen Fertilizer, L.P.

1101 Skokie Blvd, Suite 400

Northbrook, IL 60062

Attention: Executive Vice President, Phosphate

Email: [***]

Telephone: [***]

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And

PCS Sales (USA), Inc.

PCS Nitrogen Fertilizer, L.P.

5301 Highway 3115

Geismar, LA 70734

Attention: Richard Holder

Email: [***]

Mobile: [***]

(b) If to Innophos:

Innophos, Inc.

259 Prospect Plains Road, Building A

Cranbury, NJ 08512

Attention: Chief Executive Officer

Email: [***]

With a copy (which shall not constitute notice) to:

Innophos, Inc.

259 Prospect Plains Road, Building A

Cranbury, NJ 08512

Attention: Chief Legal Officer

Email: [***]

And

Cleary, Gottlieb Steen and Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Amy R. Shapiro

Richard S. Lincer

Telephone: (212) 225-2000

Email: rlincer@cgsh.com, ashapiro@cgsh.com

The Parties may specify such other addresses to which notices should be sent by notice to the other Party pursuant hereto.

Section 6.08 Schedules; Interpretation . The headings contained in this Agreement or in any Schedule to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Schedules referred to in this Agreement are

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incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any capitalized terms used in any Schedule, but not otherwise defined in such Schedule, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to an Article, Section or Schedule, such reference shall be to an Article or Section of, or a Schedule to, this Agreement unless otherwise indicated. For all purposes hereof, the terms “include” and “including” shall be deemed followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. No provision of this Agreement shall be interpreted or construed against any Party hereto solely because such Party or its representative drafted such provision.

Section 6.09 Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

Section 6.10 Entire Agreement . This Agreement, including the Schedules to this Agreement, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and, as of the Effective Date, supersede all prior agreements and understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement and the Geismar Complex Services Agreement dated December 12, 1989 between PCS (as successor in interest to Arcadian Corporation) and Innophos (as successor in interest to Rhone-Polenc Basic Chemical Company) (the “ Existing Services Agreement ”). For the avoidance of doubt, the Existing Services Agreement shall remain in full force and effect until the Effective Date. No representation, inducement, promise, understanding, condition or warranty not set forth in this Agreement has been made or relied upon by any Party hereto.

Section 6.11 Precedence of Agreements . Each Schedule attached to or referenced in this Agreement is hereby incorporated into and shall form a part of this Agreement by reference.

Section 6.12 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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 an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

Section 6.13 Governing Law . Where a dispute arises out of this Agreement, this Agreement will in all respects be governed by, and construed in accordance with the laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such state, including all matters of construction, validity and performance.

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Section 6.14 Jurisdiction; Dispute Resolution .

(a) Except for claims for nonpayment of moneys due, prior to initiation by any Party of any legal or other action or proceeding against any other Party, the Parties shall attempt in good faith to resolve any controversy or claim arising from or relating to this Agreement promptly by negotiations between the Representatives of the respective parties.

(b) Each Party hereto hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case, sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such New York State or in any such Federal court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth in Section  6.07 shall be effective service of process for any suit, action or proceeding brought in any such court.

Section 6.15 Absence of Presumption . Each Party has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties thereto. No presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement.

[ Signature Pages Follows ]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Signature Page to Services Agreement]

[Signature Page to Services Agreement]

Exhibit 10.5

PCS Nitrogen Fertilizer, L.P.

1101 Skokie Blvd, Suite 400

Northbrook, IL 60062

June 29, 2018

Innophos, Inc.

259 Prospect Plains Road, Building A

Cranbury, NJ 08512

Attention: Kim Ann Mink, Ph.D.

Dear Ms. Mink:

Reference is hereby made to that certain Services Agreement (the “ Services Agreement ”), dated as of the date hereof, by and between PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“ PCS ”), and Innophos, Inc., a Delaware corporation (“ Innophos ”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Services Agreement.

1. Nitrogen Plant Sale . If PCS sells (a) substantially all of the assets that comprise the Nitrogen Plant, PCS shall cause the buyer to assume PCS’s remaining obligations under the Services Agreement, or (b) assets that (i) comprise a portion of the Nitrogen Plant, and (ii) are required for the provision of certain Services (such assets described in sub-sections (i) and (ii), the “ Specified Assets ”), PCS shall cause the buyer to assume the obligations of PCS to perform the Services in accordance with the Services Agreement for which the Specified Assets are required (the “ Affected Services ”) for the duration of the Initial Term and any Renewal Term. Provided that PCS complies, and causes its Affiliates to comply, with the requirements of this Section 1, PCS and its Affiliates shall be released from further liabilities and obligations (x) under the Services Agreement, or (y) relating to the Affected Services, as applicable.

2. Incorporation of Services Agreement Provisions . The provisions of Article VI of the Services Agreement are hereby incorporated herein and made a part hereof as if fully set forth herein.

3. Counterparts . This letter agreement may be executed in counterparts, all of which together shall constitute a single instrument.

Please execute this letter agreement in the space provided below to indicate your agreement to the terms hereof.

[Signature Page Follows]

[Signature Page to Services Agreement Side Letter]

Confidential Treatment Requested by Innophos Holdings, Inc.

Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Exhibit 10.6

Execution Version

PURIFIED WET PHOSPHORIC ACID SUPPLY AGREEMENT

This Agreement (this “ Agreement ”) is made effective as of July 30, 2018 (the “ Effective Date ”), by and between Innophos, Inc., a Delaware corporation (“ Innophos ”), and PCS Sales (USA), Inc., a Delaware corporation (“ Supplier ”). Innophos and Supplier are each referred to as a “ Party ” and collectively as the “ Parties .”

W I T N E S S E T H:

WHEREAS, Innophos, as successor to Rhodia Inc., and Supplier, as successor to PCS Purified Phosphates, are parties to that certain Amended and Restated Purified Wet Phosphoric Acid Supply Agreement, dated March 23, 2000 (the “ Original Agreement ”);

WHEREAS, on June 23, 2016, pursuant to Section 2 of the Original Agreement, Supplier provided notice to Innophos of its intention to terminate the Original Agreement at the end of the Initial Term (as defined in the Original Agreement) (the “ Termination Notice ”);

WHEREAS, in accordance with the Termination Notice and terms and conditions of the Original Agreement, the Original Agreement will terminate effective as of July 29, 2018 (the “ Termination Date ”); and

WHEREAS, the Parties desire to provide for the supply of Product (as defined below) from and after the Effective Date.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein set forth, Innophos and Supplier hereby agree as follows:

1. Purchase and Sale; Specifications .

1.1 Supplier shall sell and deliver, and Innophos shall purchase and receive, during the term hereof, low alkali purified wet phosphoric acid (“ Low Alkali Acid ”) and decolorized high alkali purified wet phosphoric acid (“ High Alkali Acid ”) in the quantities and subject to the terms and conditions hereinafter set forth. Each of Low Alkali Acid and High Alkali Acid are sometimes referred to herein as a “ Product ,” and, collectively, the “ Products .” Innophos intends to use the Products in further manufacturing/processing at its plants.

1.2 Except as set forth in Section  1.3 hereof, the Products shall conform with the specifications described in Exhibit A attached hereto (the “ Specifications ”). A list of Supplier’s analytical procedures used for Products is attached hereto as Exhibit B . Supplier shall obtain analyses of all Products transferred and shall provide Innophos a Certificate of Analysis with each transfer of the Products. Except to the extent Innophos declines to purchase Improved Products as set forth in Section  1.3 below, each type of Product sold hereunder shall, in addition to complying with the Specifications, otherwise be of Supplier’s typical quality.

1.3 The Parties recognize that Supplier may develop materials from time to time that are capable of being substituted for one or more of the Products. In the event that Supplier develops any such materials and constructs or modifies facilities so as to be capable of manufacturing such materials, then Supplier shall provide Innophos with a written notice of (i)

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the specifications for such materials and (ii) the Food Chemicals Codex (“ FCC ”) applicable to such materials (in each such case, such grade of material is referred to hereinafter as the “ Improved Product ”). Within two months following receipt of any such notice from Supplier, Innophos shall notify Supplier in writing as to whether Innophos intends to purchase Improved Product in substitution for a particular type of Product. The Parties agree to negotiate with one another in good faith to determine the amount of an adjustment, if any, to be made to the pricing terms hereunder, the volume of the Improved Product to be purchased and any other provisions of this Agreement that shall be modified. In the event that the Parties are unable to reach agreement regarding a mutually acceptable amendment to this Agreement concerning such Improved Product within four months following the date that Supplier notified Innophos under this Section  1.3 , neither Party shall thereafter have any obligation hereunder to purchase or supply the applicable Improved Product.

1.4 For purposes of this Agreement, “ Metric Ton ” means a metric ton of P ₂ O ₅ contained in Product delivered pursuant to this Agreement.

2. Term; Termination .

2.1 The term of this Agreement shall be for the period commencing on the Effective Date and ending on July 29, 2021 (the “ Initial Term ”), and thereafter shall be extended without further action of the parties for additional terms of three (3) years (each an “ Additional Term ”) upon the expiration of the Initial Term or any Additional Term.

2.2 Either Party may cause this Agreement to terminate upon the expiration of the Initial Term upon not less than twelve (12) months’ prior written notice to the other Party hereto, and following any time after the Initial Term, either Party may elect to terminate this Agreement at any time upon twelve (12) months’ notice to the other Party.

3. Price and Terms .

3.1 Innophos shall pay to Supplier in U.S. Dollars a price per Metric Ton delivered F.C.A. (as defined in Incoterms ^® 2010) at the phosphoric acid production facility in Aurora, North Carolina (the “ Aurora Plant ”) as follows:

The LAA Initial Price and the HAA Initial Price shall remain in effect until December 31, 2019. Starting on January 1, 2020, such prices will be adjusted at the start of each Contract Quarter on a quarterly basis to the New Effective Price (as defined below).

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As used herein, “ Contract Year ” means a calendar year commencing January 1 during the term of this Agreement, except that the first such period shall commence upon the Effective Date and end on December 31, 2018. As used herein “ Contract Quarter ” means a period of three (3) consecutive months, beginning January 1, April 1, July 1, or October 1, except that the first two such periods shall commence on the Termination Date and October 1, 2018 and end on September 30, 2018 and December 31, 2018, respectively.

Solely for the purposes of illustration, for the Contract Quarter starting January 1, 2020, assuming the CSP is:

(i) $120.00, the New Effective Price of Low Alkali Acid would be: [***], calculated as follows:

New Price Adjustment = [***] x ($120 – $118.9) = [***]

New Effective Price = [***]

(ii) $110.00, the New Effective Price of Low Alkali Acid would be: [***], calculated as follows:

New Price Adjustment = [***] x ($110 – $118.9) = [***]

New Effective Price = [***]

3.2 Supplier shall keep and maintain true and accurate records as may be necessary to verify volumes delivered for three (3) years after delivery. If Innophos disputes any of the amounts charged hereunder, Supplier shall allow representatives of Innophos access on reasonable notice (within five Business Days of Innophos’ request), including the rights of physical inspection and to make copies, to such records and such other information maintained by Supplier as may be necessary for the verification of such amounts, in each case solely to the extent related to Supplier’s supply obligations to Innophos hereunder. Disputes relating to the amounts charged hereunder by Supplier are waived unless made in writing within 60 calendar days of the receipt of the applicable invoice by Innophos. Supplier and Innophos shall use their best efforts to resolve such dispute within 90 calendar days after the relevant invoice date.

3.3 If it is determined that there has been an overcharge, then Supplier shall promptly refund the overcharge received by it to Innophos or, if such amount has not been previously paid, Innophos shall pay to Supplier the correct amount owed to Supplier. If it is determined that there has been an undercharge, Innophos shall promptly pay the undercharge to Supplier plus any additional amounts not previously paid hereunder.

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3.4 Supplier shall invoice Innophos with respect to each shipment of Product hereunder, and the terms of payment for all Products purchased hereunder shall be net 30 calendar days from receipt of the invoice.

3.5 Payment of sums due shall be made upon terms set forth in this Agreement. All credit terms are subject to approval of Supplier. Supplier may recover for each delivery hereunder as a separate transaction, without reference to any other delivery. If Supplier, in its reasonable judgment, concludes that Innophos is in unsound financial condition, or if Innophos is in default with respect to any of the terms and conditions of this Agreement with Supplier beyond any applicable cure period, Supplier shall forthwith have the right to decline to make deliveries hereunder or to demand cash payment until such time as said credit has been reestablished or default cured to Supplier’s reasonable satisfaction or, without prejudice to any other legal remedy available to Supplier, to decline further performance hereof until such time as said credit has been reestablished or default cured to Supplier’s reasonable satisfaction.

4. Quantity .

4.1 For each Contract Year (or any prorated portion thereof), Supplier shall sell and deliver to Innophos, and Innophos shall purchase from Supplier, Low Alkali Acid and High Alkali Acid ordered by Innophos subject to the parameters set forth in this Article 4 .

4.2 For each Contract Year, the Annual Nominated Product Volume (as defined below) shall be, in the case of High Alkali Acid, no less than [***] Metric Tons and no greater than [***] Metric Tons and, in the case of Low Alkali Acid, no less than [***] Metric Tons and no greater than [***] Metric Tons; provided that the total Annual Nominated Product Volume of the Products shall be comprised of 45% Low Alkali Acid and 55% High Alkali Acid. For any prorated portion of a Contract Year (including the first Contract Year commencing July 30, 2018 and ending December 31, 2018), the maximum and minimum annual volume requirements shall be prorated as follows: (i) the Annual Nominated Product Volume multiplied by (ii) the quotient of (A) the number of days in the portion of the Contract Year, divided by (B) 365 days. If Innophos desires to purchase from Supplier or Supplier wishes to supply to Innophos volumes of Products greater than the maximum volumes noted above, the requesting Party may request such higher volumes, and if the Parties mutually agree in writing, the sale and purchase of such higher volumes shall be covered by this Agreement.

4.3 On or before the date that is 90 days prior to the commencement of each Contract Year or, in the case of the first Contract Year commencing on the Effective Date and ending December 31, 2018, on or before July 6, 2018, Innophos shall give Supplier written notice of its estimate of the quantity of each Product to be supplied by Supplier hereunder during the subsequent Contract Years remaining in the current term under this Agreement (the “ Product Forecasts ”). The quantities specified for the immediately succeeding Contract Year (the “ Annual Nominated Product Volumes ”) shall be binding upon Innophos. The Product Forecasts specified by Innophos for the remaining Contract Years shall be non-binding estimates and for information purposes only. If after providing the Annual Nominated Product Volume Innophos notifies the Supplier in writing of its desire to purchase a greater volume of Products than the Annual Nominated Product Volumes initially nominated in this Section  4.3 and Supplier approves such request in its sole discretion, Supplier shall use commercially reasonable efforts to supply such excess volume.

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4.4 Innophos shall include in the forecast of the Annual Nominated Product Volume a non-binding monthly breakdown of the Annual Nominated Product Volume. Innophos shall be required to satisfy the Annual Nominated Product Volume by monthly volume purchases equal to one-twelfth (1/12th) of the Annual Nominated Product Volume with variations for any given month not exceeding 10% (or, in the case of the first Contract Year commencing on the Effective Date and ending December 31, 2018, one-fifth (1/5th) of the Annual Nominated Product Volume with variations for any given month not exceeding 10%) unless otherwise mutually agreed to by the parties.

4.5 Ten calendar days prior to the first day of each month, Innophos shall provide Supplier with a three month rolling forecast for the upcoming 30-, 60- and 90- day periods, in each case consistent with the permitted monthly volume variations set forth in Section  4.4 above. The quantities specified for the first calendar month of such three-month forecast shall be binding upon Innophos (the “ Binding Monthly Nomination ”), and Innophos shall be required to purchase 100% of the Binding Monthly Nomination. The quantities specified for the remaining two calendar month periods shall be non-binding estimates and for information purposes only.

4.6

(a) If Innophos fails to purchase 100% of the Binding Monthly Nomination in a given month, then, unless the Parties mutually agree otherwise, Innophos must purchase such monthly shortfall volume as soon as reasonably practicable and no later than over the three-month period beginning with the month immediately following the month in which such shortfall occurred (ratably each month during such three-month period). If by the end of any month in such three-month period Innophos has failed to make up the volume required to be made up by the end of such month, then Innophos shall pay to Supplier as liquidated damages an amount equal to [***] of the purchase price for such volume that Innophos failed to make up by the end of such month.

(b) If by the end of a Contract Year Innophos has failed to purchase 100% of the Annual Nominated Product Volume (such amount, the “ Minimum Annual Purchase ”), then (to the extent damages have not already been paid by Innophos with respect to such shortfall volumes in connection with the Binding Monthly Nominations) Innophos shall pay to Supplier as liquidated damages (within 60 days after the completion of the such Contract Year) an amount equal to [***] of the aggregate purchase price effective during such Contract Year for a quantity equal to the difference between (i) the Minimum Annual Purchase, minus (ii) the Product volumes actually purchased by Innophos during such Contract Year.

(c) The Parties intend that damages provided under this Section  4.6 constitute compensation and not a penalty. The Parties acknowledge and agree that the harm caused by Innophos’s failure to purchase the Binding Monthly Nominations and the Minimum Annual Purchase would be impossible or very difficult to accurately estimate as of the Effective Date and that the damages provided under this Section  4.6 are a reasonable estimate of the anticipated or actual harm that might arise. Innophos’s payment of such damages shall be Innophos’s sole liability and entire obligation and Supplier’s exclusive remedy for Innophos’s failure to purchase any amount of Products specified in Annual Nominated Product Volumes, a Binding Monthly Nomination or otherwise under this Agreement.

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4.7

(a) Supplier shall use reasonable best efforts to supply the Product volumes noted in each Binding Monthly Nomination (so long as the volumes in such Binding Monthly Nominations are within the parameters of Section 4.4 above) during the relevant month. Supplier shall promptly notify Innophos in writing in the event that Supplier determines it will not be able to timely supply the entire Binding Monthly Nomination.

(b) If Supplier fails to provide a volume of Products during the subject month sufficient to satisfy the applicable Binding Monthly Nomination, then, unless the Parties mutually agree otherwise, Supplier shall satisfy such volume shortfall (the “ Monthly Shortfall ”) over the three-month period beginning with the month immediately following the month in which such Monthly Shortfall occurred (the “ Make-Up Period ”), with one-third of the Monthly Shortfall volume (the “ Monthly Make-Up Volume ”) being provided by Supplier to Innophos during each month within the Make-Up Period. If in any month during the Make-Up Period, Supplier fails to supply the Monthly Make-Up Volume, then Innophos may purchase, from a third party supplier (such as Emaphos, a joint venture in Morocco, or another third party supplier if that supplier is first qualified by Innophos and Innophos’ customers), a volume of phosphoric acid equal to the volume of the Monthly Make-Up Volume that Supplier has failed to provide (the “ Shortfall Remedy ”), provided that Innophos shall coordinate with Supplier in exercising such Shortfall Remedy to avoid duplication of efforts and to ensure both Parties are not concurrently attempting to source the Monthly Make-Up Volume from the same third party supplier. If the Shortfall Remedy is exercised, Supplier shall be responsible for the costs incurred by Innophos to secure such Monthly Make-Up Volume shortfall from a third party in excess of the selling price Innophos would have paid for such volume shortfall under the terms of this Agreement if the volume had been provided by Supplier to Innophos during the month in which it was nominated, provided, however, that Supplier shall not be responsible for any such costs in excess of [***] of selling price Innophos would have paid for such volume shortfall under the terms of this Agreement if the volume had been provided by Supplier to Innophos during the month in which it was nominated. Any volumes sourced by Innophos or Supplier from a third party in connection with the Shortfall Remedy shall be credited against Innophos’ purchase obligations in this Agreement.

4.8 Innophos’ obligations to purchase the Binding Monthly Nomination in Section  4.5 and the Minimum Annual Purchase in Section  4.6 , and Supplier’s volume supply obligations in Section  4.7 , are, in each case, subject to Article 8 (“Force Majeure”) of this Agreement. Supplier shall promptly notify Innophos if Supplier expects at any time for any reason (including inclement weather) to be unable to supply the entirety of the volumes nominated by Innophos. In addition, Supplier shall provide written notice to Innophos at least (6) six months prior to any temporary planned maintenance shutdown of the Aurora Plant.

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5. Order Procedure; Delivery .

5.1 Innophos shall issue purchase instructions from time to time for its requirements of Products not less than seven days prior to its intended shipment date. Supplier shall use commercially reasonable efforts to fulfill each order on the specific shipment date set forth therein.

5.2 Supplier shall deliver Products purchased F.C.A. the Aurora Plant. Delivery shall be via rail cars or tank trucks (no more than four trucks in one day or twelve trucks in one week) made available by Innophos (provided that tank trucks shall be used only in circumstances where there is a disruption to the railway system). Innophos acknowledges, understands and agrees that notwithstanding anything to the contrary set out herein, failure to make such rail cars (or tank trucks) available to Supplier on the applicable shipment date shall relieve Supplier of its obligation to supply the quantities of Products required hereunder (including under Article 4 ) for the month that includes such shipment date.

6. Title and Risk of Loss . Title, and risk of loss or damage, to Products shall pass to Innophos F.C.A. upon completion of loading the Product into rail cars or tank trucks, as the case may be, and application of seals, at the Aurora Plant.

7. Limited Warranty; Indemnification .

7.1 Supplier warrants title and that the Products shall conform to the specifications set forth on Exhibit A attached hereto. Subject to the preceding sentence and except as otherwise expressly provided herein, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCTS, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER MATERIAL. EXCEPT FOR LIQUIDATED DAMGAGES SET FORTH IN SECTIONS 4.6 AND 4.7, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM A DELAY OR FAILURE OF PERFORMANCE OR ANY OTHER DEFAULT HEREUNDER EXCEPT FOR ANY DAMAGE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY.

7.2 Supplier shall test the Product prior to release to confirm it complies with the Specifications. Supplier shall, in respect of each shipment of Product, (a) retain a sample of the Product (the “ Retained Sample ”) and (b) provide a certificate of analysis accompanying each shipment of Product to Innophos confirming the Product meets the Specifications. Unless prior to such shipment Innophos agrees in writing otherwise, Supplier shall not release Product unless Supplier has first tested the Product and confirmed that it complies with the Specifications. Innophos shall test the Product for compliance with the Specifications prior to unloading the Product. Innophos may reject Product not conforming to the Specifications. Supplier shall have the right to inspect the Products so rejected for the purpose of validating their nonconformance to the Specifications. If Innophos and Supplier mutually agree that such Products do not meet the Specifications, then Supplier shall accept Innophos’ rejection of the Products. If Innophos and Supplier mutually agree that such Products meet the Specifications, Innophos shall revoke its rejection of, and shall accept, such Products. If Innophos and Supplier

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are unable to agree as to whether such Products are nonconforming or not, they shall, within three Business Days of such disagreement, select an independent laboratory to analyze the Retained Sample and refer such determination to such laboratory, whose determination of the Retained Sample shall be conclusive. Any payment obligation for the subject Products shall be tolled pending such laboratory’s determination). All analyses conducted pursuant to this Section  7.2 shall be conducted in accordance with the analysis procedures listed on Exhibit B attached hereto.

7.3 With respect to any Products that are rejected in accordance with the protocol set forth in Section  7.2 , Supplier shall be solely responsible for any transportation and disposal costs and shall promptly supply replacement Products to Innophos (at no additional cost to Innophos) that meet the Specifications.

8. Force Majeure .

Notwithstanding anything herein to the contrary, Supplier and Innophos shall each be excused for any delay in performance or non-performance of any of the terms and conditions of this Agreement, other than the payment of money, if and to the extent, and for the duration, that such delay or non-performance is caused by Force Majeure.

The term “Force Majeure” shall mean any cause or circumstance beyond their respective control and that could not have been avoided or mitigated by such Party with reasonable diligence that materially impedes the ability of such Party to perform its obligations hereunder, which causes or circumstances include the following to the extent that they meet the foregoing criteria in this definition: (i) any act of God (including conditions resulting from natural disasters or extreme weather developments, such as earthquakes, hurricanes, lightning, storms (including hail storms), tornadoes and drought), fire, flood, extremely cold temperatures (meaning temperatures below 32 degrees Fahrenheit for an extended period of time), (ii) equipment malfunction, failure, breakdown or accidents (including explosions), (iii) a Change in Law, (iv) power outage or interruption of or delay in transportation not within control of either Party, (v) inadequacy or shortage or failure of sources of supply of materials required for performance hereunder (including raw materials, and including as a consequence of a force majeure affecting the movement of such materials), or (vi) acts of civil unrest, war or terrorism, strikes or lockouts.

The Party whose performance is prevented or delayed shall notify the other Party in writing, as soon as reasonably practicable after the event causing the non-performance or delay, of the occurrence of such event and the expected duration and shall further provide notice as soon as reasonably practicable after the cause of such delay or non-performance is removed. In addition, each Party agrees to use reasonable best efforts to promptly address any Force Majeure event impacting its ability to perform its obligations under this Agreement.

In the event Supplier is unable to supply the full quantities of Product required hereunder due to a Force Majeure event, Supplier shall, in making available supplies of Product during such period, accord Innophos parity with respect to requirements of Supplier, Supplier’s affiliated companies, and Supplier’s other customers.

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In the event that Supplier is excused from performance hereunder in accordance with this Article 8 , for so long as such non-performance continues, Innophos shall be allowed to purchase phosphoric acid from third-party manufacturers in an amount equal to the volume unfulfilled by Supplier (and any volumes purchased by Innophos from a third-party manufacturer shall be credited against Innophos’ purchase obligations in Article 4 of this Agreement). In the event that Innophos is excused from performance hereunder in accordance with this Article 8 , for so long as such non-performance continues, Supplier shall be allowed to freely sell Products nominated by Innophos pursuant to Article 4 to other customers in an amount equal to the volume that Innophos is not able to purchase (and any volumes sold to other customers shall be credited against Innophos’ purchase obligations and Supplier’s supply obligations in Article 4 of this Agreement).

If any suspension of delivery of Products pursuant to this Article 8 continues for a period longer than 30 days, Innophos shall have the right to terminate delivery of such Products without regard to any notice or cure requirements set forth herein (and Innophos shall be relieved of its purchase obligations under Article 4 with respect to such Products). After cessation of the effects of a cause or circumstance as described above excusing the delay in performance by Supplier, if requested by Innophos, Supplier shall use commercially reasonable efforts to promptly make up any deliveries or quantities of Products previously nominated by Innophos, the supply of which had been delayed or unfulfilled as a result of such cause or circumstance pursuant to the provisions of this Article 8 . Except as requested by Innophos pursuant to the preceding sentence, Innophos shall not be required to pay for, and Supplier shall not be required to supply, those Products that are not provided due to excused performance in a force majeure event.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any new Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Governmental Authority ” means any government or political subdivision or regulatory body, whether federal, state, local or foreign, or any agency, bureau, board, commission, department, or instrumentality of any such government or political subdivision or regulatory authority, or any federal state, local or foreign court or tribunal or arbitral body.

“ Law ” means any law, statute, code, ordinance, regulation, judgment, order, decree or other requirement of any Governmental Authority.

9. Taxes . The price specified herein does not include any sales, excise, customs or similar tax, charge, duty or cost levied or imposed as of this date by any federal, state, municipal or other governmental authority upon the manufacture, sale, delivery, shipment or use of Products sold hereunder, and any such tax, charge or cost, as well as any increases therein or any similar taxes or charges levied after the date of this Agreement shall be for the account of Innophos. Income, franchise, gross receipts, excess profit, and other similar taxes are not to be regarded as taxes, charges or costs within the meaning of this paragraph.

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10. Miscellaneous .

10.1 The relationship between the Parties is that of a seller and a buyer and is not and shall not be deemed to be that of employer/employee, principal/agent, joint- venture/partnership or otherwise.

10.2 Neither Party shall (by operation of law or otherwise) assign or transfer its rights or delegate its performance hereunder without the prior written consent of the other, which consent shall not unreasonably be withheld, and any attempted assignment, transfer or delegation without such consent shall be void; provided that either Party may assign this Agreement to an affiliate without the consent of the other Party and provided further that notwithstanding such assignment, the assigning Party shall remain primarily liable for the payment obligations set out herein.

10.3 Each of the Parties agrees to hold in confidence the terms of this Agreement and all technical and business information disclosed to it by the other Party hereunder, except for such information that (i) is in the public domain at the time that it is disclosed by one Party to the other, (ii) was already rightfully in the possession of the other Party, (iii) becomes part of the public domain by publication or otherwise, or (iv) is required to be disclosed by law, including rules and regulations promulgated by the U.S. Securities and Exchange Commission. Each of the Parties agrees further that it will not use any technical or business information disclosed to them by the other Party hereunder for any purpose other than the performance of this Agreement. Each of the Parties also agrees that it shall disclose the terms of this Agreement only to those of its employees who have a need to know such terms. The provisions of this Section  10.3 shall survive any termination of this Agreement.

10.4 All notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given when delivered in person or when dispatched by email (if confirmed in writing by mail simultaneously dispatched) or one Business Day after having been dispatched by a nationally recognized overnight courier service to the appropriate Party at the address or email address specified below:

If to Supplier:

PCS Sales (USA), Inc.

PCS Nitrogen Fertilizer, L.P.

1101 Skokie Boulevard, Suite 400

Northbrook, IL 60062

Attention: Executive Vice President, Phosphate

Email: [***]

With a copy to:

PCS Sales (USA), Inc.

1101 Skokie Boulevard, Suite 400

Northbrook, IL 60062

c/o Legal Counsel

Email: [***]

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If to Innophos:

Innophos, Inc.

259 Prospect Plains Road, Building A

Cranbury, NJ 08512

Attention: Chief Executive Officer

                 Chief Legal Officer

Email: [***]

Invoices shall be sent by electronic mail or first-class mail, postage prepaid to such locations or persons as Innophos may designate from time to time . Either Party may change its address for the receipt of notices, requests or other communications hereunder by written notice duly given to the other Party. Each Party shall acknowledge in writing receipt of any notice, request or other communication delivered in person.

10.5 The section headings in this Agreement are for convenience only and are in no way to be construed as part of this Agreement nor as a limitation of the scope of the particular sections to which they refer.

10.6 If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement or any other application of such term or provision shall not be affected thereby.

10.7 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. No condition, usage of trade, course of dealing or performance, understanding or agreement purporting to amend, modify, vary, explain or supplement the terms or conditions of this contract shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification shall be effected by the acknowledgment or acceptance of purchase order or shipping instruction forms containing terms or conditions at variance with or in addition to those set forth herein. No waiver by either Party with respect to any breach or default or of any right or remedy, and no usage of trade or course of dealing or performance, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy or of any other term, condition or provision of this contract, unless such waiver be expressed in writing and signed by the party to be bound.

10.8 This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements, understandings or representations, whether written or oral, relating to the sale and purchaser of Product.

10.9 This Agreement will in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such state, including all matters of construction, validity and performance.

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10.10 Each Party hereto hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case, sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such New York State or in any such Federal court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth in Section  10.4 shall be effective service of process for any suit, action or proceeding brought in any such court.

[ Signature page follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by their duly authorized representatives effective as of the day and year first above written.

[Signature Page to New PPA Supply Agreement Agreement]

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EXHIBIT A – SPECIFICATIONS

EXHIBIT B – ANALYTICAL PROCEDURES