Transition Services Agreement dated as of April 17, 2020, among PBF Holding Company LLC, Torrance Refining Company LLC, Martinez Refining Company LLC, Delaware City Refining Company LLC and Air Products and Chemicals Inc. and Air Products West Coast Hydrogen LLC

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of the 17^th day of April, 2020 (the “Effective Date”), by and among PBF Holding Company LLC, a limited liability company organized and existing under the laws of Delaware (“PBF”), and Torrance Refining Company LLC, Martinez Refining Company LLC, and Delaware City Refining Company LLC, each a limited liability company organized and existing under the laws of Delaware (collectively with PBF, the “Providers” and each individually a “Provider”) and Air Products and Chemicals, Inc., a corporation organized and existing under the laws of Delaware and Air Products West Coast Hydrogen LLC, a Delaware limited liability company (each a “Recipient” and collectively, “AP”). Each of PBF and AP is referred to herein as a “Party,” and together as the “Parties.”

WHEREAS, the Parties have entered into that certain Asset and Purchase Agreement (as amended, modified or supplemented from time to time in accordance with its terms) (the “Purchase Agreement”) dated as of the 17^th day of April, 2020, pursuant to which AP has acquired the Transferred Assets, including five (5) steam methane reformers (including the facilities and appurtenances solely related thereto, collectively, the “SMR Facilities”) located on the Easement Areas;

WHEREAS, the Purchase Agreement contemplates that the Parties or their Affiliates will enter into certain Supply Agreements pursuant to which AP will supply hydrogen, steam and carbon dioxide (collectively, the “Products”) produced by the SMR Facilities to the Providers after the closing of the transactions contemplated by the Purchase Agreement;

WHEREAS, the Purchase Agreement contemplates that PBF shall receive, pursuant to this Agreement and the Supply Agreements, the environmental credits or benefits generated or derived from the operations of the SMR Facilities inclusive of the Stipulated Projects (as hereinafter defined) (the “Environmental Credits”); and

WHEREAS, the Purchase Agreement further contemplates that Providers and Recipients will enter into this Agreement to facilitate the supply of the Products and the operation and maintenance of the SMR Facilities on a transitional basis, pending the completion of due diligence and testing on the SMR Facilities (including with respect to the expenditures needed for the SMR Facilities to operate reliability over the supply period) and commencement of service under the Supply Agreements, in accordance with the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

testing of the SMR Facilities (collectively, “Transition Services”); (ii) Providers shall provide at their sole cost and expense (x) all utilities and feed stocks required for the operation of the SMR Facilities (“Utilities”), including each of the Utilities specified on Schedule 1.1.1 and (y) use of any Excluded Assets that are related to or required for the operation and maintenance of the Transferred Assets, including equipment, pipes, structures and other facilities (“Shared Assets”), in each case, as necessary to operate and maintain the SMR Facilities, and AP shall have no obligation to pay for, or to reimburse Providers or any of their Affiliates for, such Utilities or Shared Assets; (iii) AP shall sell to the applicable Provider identified on Exhibit A all Products produced by the applicable SMR Facilities and provide the Environmental Credits (the “Supply Obligations”) and (iv) the applicable Provider shall purchase and take delivery of the applicable Products.

Transition Services. In performing the Transition Services, employees and representatives of a Provider shall be under the direction, control and supervision of such Provider (and not Recipient) and such Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives (it being understood Recipient does not have any right hereunder to require that any Provider perform the Transition Services with specifically identified employees and that the assignment of employees to provide such Transition Services shall be determined in the sole discretion of the applicable Provider).

applicable Provider for all obligations of such Provider hereunder, including payment of the Base Facility Charge. The first invoices issued pursuant to this Section 1.2.6 shall include the prorated amounts for the first month of the Term.

Unless terminated earlier in accordance with Section 2.3 below, or extended in accordance with Section 2.2 below, the term (the “Term”) of this Agreement shall commence on the Effective Date and shall continue until the earlier of (i) eighteen (18) months or (ii) with respect to the Transition Services for an SMR Facility or Recipient’s Supply Obligations for such SMR Facility, the date on which services under the applicable Supply Agreement have commenced. The date on which the Transition Services or Recipient’s Supply Obligations with respect to an SMR Facility are terminated hereunder shall be a “Termination Date”.

At any time from and after the date that is ninety (90) days after the Effective Date, AP may request that PBF consent to an extension of the Term for a particular Transition Service on terms substantially the same as pursuant to this Agreement (a “Service Term Extension”) by giving PBF written notice. PBF will respond to any such request for a Service Term Extension within fifteen (15) Business Days of receipt; provided, however, that PBF may not unreasonably withhold its consent to any such request for a Service Term Extension. In no event shall the Service Term Extension extend beyond the date that is eighteen (18) months after the Effective Date (the “Long-Stop Date”). Notwithstanding the foregoing, in the event that the Long-Stop Date occurs for an SMR Facility and Recipient has used its commercially reasonable efforts to obtain the applicable Permits but for reasons unrelated to its efforts to obtain such Permits, has not obtained the Permits required for Recipients to take over operations of such SMR Facility, the Parties agree to extend the Long-Stop Date until the earlier of (x) twelve months from the Long-Stop Date or (y) until such time as such Permits have been received.

Providers and Recipient shall each contribute in proportion to the amount or percentage of fault attributed to each for any and all losses arising from any claim for (1) bodily injuries, including fatal injury or disease, to third party employees, and (2) damage to tangible real or personal property of a third party or third party employees arising from or in connection with performance of this Agreement. For purposes of this provision, members, subsidiaries and Affiliates of a Party shall not be deemed a third party.

Without limiting in any way any Provider’s obligations under any other provision of this Agreement, the Purchase Agreement or any other ancillary agreements entered into between any Provider and any Recipient pursuant to the Purchase Agreement, but without duplication, each Provider shall indemnify, defend and hold harmless Recipient, Recipient’s Affiliates and their respective officers, directors, shareholders, members, attorneys, accountants, employees, and agents and its successors or assigns (collectively, the “Recipient Indemnified Parties”) from and against any and all Environmental Claims arising or resulting from any Provider Party’s performance, or failure to perform, under this Agreement including, but are not limited to, losses incurred by the Recipient Indemnified Parties resulting from (w) any violations of law or any Permit by any Provider or any of Provider’s employees, agents, contractors or subcontracts (except as provided in Section 5.4.1 and Section 5.4.3), (x) a Release of Hazardous Substances at, to, under or from any real property owned, leased, or operated by Provider or Recipient, including the Easement Areas, (y) Providers’ handling, management, disposal of, transportation of, or arranging for disposal of any Hazardous Substances generated from the Transferred Assets (including any off-site shipment, treatment, transportation or disposal of such Hazardous Substances) or (z) a violation of the Cleanup and Abatement Orders not caused by a Recipient Indemnified Party.

Providers shall have no obligation to provide any Information to Recipient relating to systems or operations, including computer systems, of Providers, members of the PBF Group or their respective third party agents or contractors, except to the extent that disclosure of such Information is necessary, proper or advisable to provide the Transition Services hereunder or in connection with the TSA Exit Plans.

Providers shall not be required to perform any of their obligations under this Agreement to the extent such Provider reasonably believes that performing such obligation would violate any Law; provided that the foregoing shall not apply with respect to Providers’ payment obligations hereunder unless such performance of the payment obligation would result in a violation of any Law. Each of PBF and AP and any of their Affiliates providing or receiving the affected Transition Service shall cooperate in good faith to implement changes and/or modifications to any manner or method of providing such Transition Service that the Parties mutually agree are reasonably necessary to ensure that such Transition Service is performed in strict accordance with applicable Law. Any such changes and/or modifications shall be at Providers’ sole cost. Without limiting the foregoing, neither Party’s personnel, supervisors, agents or contractors shall be required to remain at a site if conditions at such site present a hazard to such person’s health or safety. Each Party shall comply, and shall cause

its applicable Affiliates to comply, with all applicable state, federal and foreign copyright, privacy and data protection Laws that are or that may in the future be applicable to the provision of the Transition Services under this Agreement.

It is not the intent of any Provider to render, nor of any Recipient to receive from any Provider, professional advice or opinions, whether with regard to tax, legal, regulatory, compliance, treasury, finance, employment or other business and financial matters, technical advice, whether with regard to information technology or other matters, or the handling of or addressing environmental matters. Recipient shall not rely on, or construe, any Transition Service rendered by or on behalf of any Provider as such professional advice or opinions or technical advice; and Recipient shall seek all third-party professional advice and opinions or technical advice as they may desire or need independently of this Agreement.

The Providers shall not be obligated to perform any service or function to support the Transferred Assets except as expressly set forth herein or in any Exhibit or ancillary agreement hereto.

To the extent reasonably required to perform its obligations under this Agreement and during normal working hours, subject to the Easement Agreements and the applicable site safety and security rules, each Party shall provide the other Party and its personnel, agents or contractors with reasonable and timely access to such Party’s premises related to the SMR Facilities.

Subject to the terms of this Agreement, each Party agrees to use reasonable efforts in good faith to cooperate with the other Party in all matters relating to the provision and receipt of the Transition Services. If requested by Recipient, the Parties will consult with each other in good faith with respect to changing or modifying the Transition Services (provided there shall be no obligation to change or modify the Transition Services without the mutual written agreement of Recipient, on the one hand, and Providers, on the other hand). To facilitate such cooperation and consultation, the Parties agree to designate the individuals set forth in Exhibits B and C hereto as the primary representatives and liaisons between the Parties for the provision of and the transfer of responsibility for the Transition Service(s) (each, a “TSA Manager”, and together the “TSA Managers”). The TSA Managers shall meet regularly in person, telephonically or as they otherwise agree during the Term or any Service Term Extension, to discuss any issues arising under this Agreement and the need for any changes, modifications or additions to this Agreement

or exploit their respective rights and options related to the Transferred Assets under any such Permit only as required by Law or reasonably directed by Recipient; provided, that, except with respect to Change in Permit Costs, Recipient shall be responsible for any Liability incurred by Provider pursuant to such direction. All other Liabilities arising from the Permits during the Term shall be the responsibility of Provider.

Recipient shall retain title to any improvements, additions and replacements made to the SMR Facilities by Providers in performing the Transition Services.

Each Provider makes the representations and warranties and agrees to perform and comply with the covenants set forth on Schedule 5.7.

Each Party agrees that it, its employees, agents and representatives shall keep confidential all Confidential Information obtained from the other Party or its representatives or generated by it for the other Party or its representatives in the provision of the Transition Services in connection with this Agreement in the same manner that such Party keeps its own such data and Information confidential, provided such manner of care shall not be less than the exercise of reasonable care, except for Confidential Information in the public domain or that the receiving Party can demonstrate is already in such Party’s possession at the time of disclosure

thereof, or information subsequently received by the Party, in each case through sources other than the disclosing Party, which sources are not under an obligation of confidentiality to the disclosing Party, and except as disclosure thereof may be required by applicable Law as reasonably determined by legal counsel to such Party. Confidentiality obligations set forth in any agreement between the Parties or between or among the Parties and their employees, agents and representatives shall remain in full force and effect.

All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by email or facsimile (with written confirmation of receipt), provided that a copy is mailed by registered or certified mail, return receipt requested, or (iii) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other Parties):

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, the law of the State of Delaware, without regard to its conflicts of laws provisions.

Any dispute between the Parties arising out of or relating to this Agreement, in the event the Parties fail to agree to a resolution, shall be referred to the TSA Managers for resolution. The TSA Managers shall meet promptly and, in good faith, attempt to resolve the controversy, claim or issues referred

them. If the TSA Managers do not resolve the dispute within thirty (30) days after the dispute is referred to them, the dispute shall be referred to the respective executive officers of each Party designated by such Party to resolve any such disputes arising under this Agreement (each such executive, a “TSA Executive” and together, the “TSA Executives”). If the TSA Executives are unable to resolve the dispute within a thirty (30) day period, then either Party may bring an Action with respect to the matter in a court of competent jurisdiction in accordance with Section 9.3 hereof.

Subject to Section 9.2 hereof, each of the Parties agrees that any and all disputes hereunder shall be resolved only in a state court of competent jurisdiction located in the State of New York or the federal courts sitting in the Southern District of New York. In that context, and without limiting the generality of the foregoing, each of the Parties hereto by this Agreement irrevocably and unconditionally (i) submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of such courts and (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same.

THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Except with respect to the Supply Obligations (to which Article 2 of the Uniform Commercial Code shall apply), the Parties acknowledge and agree that this Agreement is an agreement for the supply of services and is not an agreement for the sale of goods and shall not be governed by Article 2 of the Uniform Commercial Code or the United Nations International Convention for the Sale of Goods or any analogous legal requirement purporting to apply to the sale of goods.

This Agreement shall be binding upon and inure to the benefit of each Party hereto, its legal successors and permitted assigns, including, without limitation, successors by merger or consolidation; provided, however, that, except as otherwise provided herein, no Party shall have the right to assign this Agreement without the prior written consent of the other Parties (such consent not to be unreasonably withheld in the event that the proposed assignee is at least as creditworthy as the assigning Party); provided, however, without obtaining consent from the Parties, any Party may assign, in whole or in part, any of its rights and/or obligations hereunder to any of its Affiliates; provided, that, in the case of any such assignment to an Affiliate by any Provider, the PBF Parent Guarantee remains in full force and effect after such assignment; provided, however, that no such assignment shall release the assigning Party from performance of any obligations under this Agreement. Any sale of all or substantially all of the assets of any Provider, through any one transaction or series of related transactions, shall be deemed to be an assignment of this Agreement by such Provider for purposes of this Section 10.2.

This Agreement, the Purchase Agreement, and the Easement Agreements contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. This Agreement may not be amended, modified or supplemented, and none of its provisions may be waived, except by an agreement in writing signed by each of PBF and AP.

If any term, condition or provision of this Agreement shall be declared, to any extent, invalid or unenforceable, the remainder of the Agreement, other than the term, condition or provision held invalid or unenforceable, shall not be affected thereby and shall be considered in full force and effect and shall be valid and be enforced to the fullest extent permitted by Law.

The headings set forth in this Agreement are used solely for convenience of reference and shall not control or affect the meaning or interpretation of any of the provisions. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement may be executed and delivered by facsimile, PDF or other electronic transmission.

Each Party agrees to execute such agreements and other documents and to take such further actions as the other Party may reasonably request in order to carry out the provisions of this Agreement in accordance herewith.

Neither Party shall be considered in default in the performance of its obligations hereunder (other than payment obligations expressly set forth elsewhere in this Agreement) or be liable in damages for any failure or delay in performance which is caused by any of the following events to the extent beyond the reasonable control of the Party affected: strike, lockout, concerted act of workers or other industrial disturbance, fire, explosion, flood or other natural catastrophe, civil disturbance, riot or armed conflict whether declared or undeclared, major impairment or outage of key equipment that arises from causes beyond a Party’s reasonable control rather than outages that arise from such Party’s lack of proper operation, maintenance, design, or engineering consistent with industry standards, failure to obtain or maintain any permit, license, rights of way, leasehold interest or governmental approval; curtailment, shortage, rationing, allocation or failure of normal sources of supply of labor, materials, transportation, energy, or utilities, accident, Act of God, delay of subcontractor or vendor, sufferance of or voluntary compliance with act of government and government regulation (whether or not valid), embargo, or due to any other cause whether similar or dissimilar to any of the causes or categories of causes described above and which is beyond the reasonable control of the Party affected (“Force Majeure”). The affected Party shall use all

reasonable efforts to remedy its inability to perform with all reasonable dispatch, except that neither Party hereto shall be required to bring to an end any strike or other concerted act of workers. The Party affected by an event described in this Section 10.8 shall, promptly upon learning of such event and ascertaining that it has affected or shall affect such Party’s performance hereunder, give written notice to the other Party, stating the nature of the event, its anticipated duration and any action being taken to avoid or minimize its effect. In addition, if the event of Force Majeure is expected to be of a long duration, the Party affected shall provide to the other Party periodic progress reports as appropriate.

The Transition Services provided hereunder shall be rendered by Providers as independent contractors. Nothing in this Agreement shall be construed to create or constitute a partnership or joint venture between the Parties, or any other relationship between the Parties not expressly provided for herein. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party an agent of another unaffiliated party in the conduct of such other Party’s business. Each Party agrees not to represent to others or take any action from which others could reasonably infer that either Party is a partner, joint venturer, agent, or representative of, or otherwise associated with, the other party.

Without prejudice to the survival provisions of any other agreements of the Parties, the Parties agree that the provisions of Section 2 (Term and Termination), Section 3 (Limitation on Liability; Indemnification), Section 6 (Confidentiality), Section 7 (Notices), Section 9 (Governing Law and Dispute Resolution), Section 10 (Miscellaneous), Section 11 (Definitions) and Section 5.7 (Employment Matters) with respect to Part VI (Non-Solicitation) of Schedule 5.7, and liability for all due and unpaid amounts shall survive any termination or expiration of this Agreement.

PBF acknowledges and agrees that neither it nor any other Provider obtains any ownership interest in any SMR Facility as a result of entering into this Agreement. Providers and Recipient shall maintain the appropriate levels of insurance policies to cover their respective liabilities and property interests in connection with this Agreement, which shall provide a waiver of subrogation in favor of the other Party (together with its other Recipient Parties or Provider Parties, as applicable). In the event of any condemnation of any SMR Facility, Recipient shall have the sole right to receive any proceeds from such condemnation event.

No Provider shall be entitled to and shall not take any position for United States federal, state or local Income Tax purposes that is inconsistent with being a service provider with respect to property owned by AP, including claiming any depreciation, amortization or similar deductions as a purported owner of any SMR Facility for United States federal, state or local Income Tax purposes.

Capitalized terms used and not defined herein shall have the meaning given to such terms in the Purchase Agreement. As used in this Agreement, the following terms have the following meanings:

“Action” shall mean any demand, charge, action, claim, suit, countersuit, arbitration, mediation, hearing, inquiry, audit, review, complaint, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative, investigative or otherwise) by or before any court or grand jury, any Governmental Authority or any arbitration or mediation tribunal.

“Change in Law Costs” means any costs or expenses incurred by AP to install additional equipment, make capital investments, perform tests or studies, take any other additional action or incur costs with respect to the SMR Facilities (or any portion thereof), or the manufacture of Products from the SMR Facilities (or any portion thereof), to comply with any applicable Law that comes into effect after the Effective Date, including any applicable Law that comes into effect after the Effective Date that is related to Taxes imposed on the manufacture, transportation or delivery of Products or the restriction, limitation or management of so-called “greenhouse gases”, which include carbon dioxide, methane, nitrous oxide, ozone, chlorofluorocarbons, hydrochlorofluorocarbons, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride; provided, that for the avoidance of any doubt, “Change in Law Costs” shall be without duplication of any costs or expenses which AP actually passes through to any Provider under the Supply Agreements.

“Change in Permit Costs” means any costs or expenses incurred by AP or PBF to install additional equipment, make capital investments, incur additional maintenance and/or operating costs, perform tests or studies, take any other additional action or incur costs with respect to the SMR Facilities (or any portion thereof), or the manufacture of Products from the SMR Facilities (or any portion thereof) as a result of any required changes to any Permit (including any new requirements, standards or limitations imposed in such Permit) as a result of the activities contemplated under this Agreement, the Purchase Agreement or the Supply Agreement. “Change in Permit Costs” includes any costs or expenses required in connection with securing any Permit Approval or the issuance of any Recipient Permit or to maintain, modify or amend any Provider-Retained Permit.

“Confidential Information” shall mean all non-public, confidential or proprietary Information to the extent concerning a Party, its Affiliates or with respect to this Agreement or the Purchase Agreement including, but not limited to, (a) any and all technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s product (including product specifications and documentation; engineering, design, and manufacturing drawings, diagrams, and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other know-how, methodology, procedures, techniques and trade secrets related to research, engineering, development and manufacturing; (b) information, documents and materials relating to the Party’s financial condition, management and other business conditions, prospects, plans, procedures, infrastructure, security, information technology procedures and systems, and other business or operational affairs; (c) pending unpublished patent applications and trade secrets; and (d) any other data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by a Party; except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party or its Affiliates, (ii) lawfully acquired after the Effective Date by such Party or its Affiliates from other sources not known to be subject to confidentiality obligations with respect to such Information or (iii) independently developed by the receiving Party after the Effective Date without reference to any Confidential Information. As used herein, by example and without limitation, Confidential Information shall mean any information of a Party intended or marked as confidential, proprietary and/or privileged.

“Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

“Information” shall mean information, content, and data in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects), technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s product (including product specifications and documentation; engineering, design, and manufacturing drawings, diagrams, and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and validation studies; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other know-how, methodology, procedures, techniques and trade secrets related to research, engineering, development and manufacturing; communications, correspondence, materials, product literature, artwork, files, documents, and (ii) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys and credit-related information.

“PBF Group” shall mean PBF and each Person that is a direct or indirect Subsidiary of PBF.

“PBF Parent Guarantee Agreement” means the Parent Company Guarantee among PBF Energy, Inc., PBF Energy Company LLC and AP, executed and delivered concurrent herewith.

“Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity.

IN WITNESS WHEREOF, PBF and AP have caused this Transition Services Agreement to be duly executed by their respective officers, each of whom is duly authorized, all as of the day and year first above written.