VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT, dated effective as of July 27, 2022 (this Agreement), is by and among PBF Energy Inc., a Delaware corporation (Parent), PBF Energy Company LLC, a Delaware limited liability company and Subsidiary of Parent (PBF LLC and, together with Parent, the Parent Entities), and PBF Logistics LP, a Delaware limited partnership (Partnership).
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, PBF LLC and Partnership have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), by and among Parent, PBF LLC, PBF Logistics GP LLC, a Delaware limited liability company and the general partner of Partnership, Riverlands Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub), PBFX Holdings Inc., a Delaware corporation (HoldCo) and Partnership, pursuant to which, upon the terms and subject to the conditions set forth therein, at the Effective Time, Merger Sub will merge with and into Partnership (the Merger), with Partnership surviving the Merger as an indirect Subsidiary of Parent owned by each of PBF LLC and HoldCo as provided in the Merger Agreement;
WHEREAS, Parent, indirectly through PBF LLC, is the Beneficial Owner (as defined below) of 29,953,631 common units (Common Units) representing limited partner interests in Partnership (such Common Units, the Parent Common Units);
WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to Partnership entering into the Merger Agreement, the Parent Entities are entering into this Agreement with respect to the Parent Common Units; and
WHEREAS, the Parent is willing, subject to the limitations herein, not to Transfer (as defined below) any of the Parent Common Units and to cause PBF LLC to vote the Parent Common Units in a manner so as to facilitate consummation of the Merger and the other transactions contemplated by the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:
Section 1.1 Definitions. This Agreement is the Support Agreement as defined in the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement.