Common use of Conditions to Obligations Clause in Contracts

Conditions to Obligations. Section 8.1 Conditions to Obligations of the Partnership 27 Section 8.2 Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 ARTICLE X TERMINATION Section 10.1 Termination 33 Section 10.2 Effect of Termination 33 ARTICLE XI MISCELLANEOUS Section 11.1 Notices 34 Section 11.2 Assignment 35 Section 11.3 Rights of Third Parties 35 Section 11.4 Expense 35 Section 11.5 Counterparts 35 Section 11.6 Entire Agreement 35 Section 11.7 Disclosure Schedules 35 Section 11.8 Amendments 36 Section 11.9 Publicity 36 Section 11.10 Severability 36 Section 11.11 Governing Law; Jurisdiction 36 Section 11.12 Action by the Partnership 37 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Exhibit C - Form of Transportation Services Agreement Exhibit D - Form of Amended and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT, dated as of August 31, 2016 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”).

Conditions to Obligations. Section 8.1 9.1 Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 78 Section 8.2 9.2 Conditions to Obligations of Acquiror and Merger Sub 78 Section 9.3 Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 79 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 Termination 33 80 Section 10.2 Effect of Termination 33 80 ARTICLE XI MISCELLANEOUS Section 11.1 Notices 34 Trust Account Waiver 81 Section 11.2 Assignment 35 Waiver 81 Section 11.3 Notices 82 Section 11.4 Assignment 83 Section 11.5 Rights of Third Parties 35 Section 11.4 Expense 35 Section 11.5 Counterparts 35 83 Section 11.6 Expenses 83 Section 11.7 Governing Law 83 Section 11.8 Headings; Counterparts 83 Section 11.9 Company and Acquiror Disclosure Letters 83 Section 11.10 Entire Agreement 35 Section 11.7 Disclosure Schedules 35 Section 11.8 Amendments 36 Section 11.9 Publicity 36 Section 11.10 Severability 36 84 Section 11.11 Governing Law; Jurisdiction 36 Amendments 84 Section 11.12 Action by the Partnership 37 Publicity 84 Section 11.13 Severability 84 Section 11.14 Jurisdiction; Waiver of Jury Trial 85 Section 11.15 Enforcement 85 Section 11.16 Non-Recourse 86 Section 11.17 Non-Survival of Representations, Warranties and Covenants 86 Section 11.18 Legal Representation 86 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Agreement Exhibit D - Form of Amended and Restated Limited Liability Company IPO Insider Letter Agreement CONTRIBUTION Exhibit D Form of Registration Rights Agreement Exhibit E Form of Incentive Equity Plan Exhibit F Form of Restricted Stock Unit Award Exhibit G Form of Stock Option Grant Exhibit H Form of Employee Stock Purchase Plan AGREEMENT THIS CONTRIBUTION AGREEMENTAND PLAN OF MERGER This Agreement and Plan of Merger, dated as of August 31May 10, 2016 2021 (this “"Agreement”"), is made and entered into by and between PBF Energy Company LLCamong Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the First Effective Time (as defined below)) ("Acquiror"), Aurora Merger Sub I, Inc., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF Energy”"Merger Sub"), and PBF Logistics LPBetter HoldCo, Inc., a Delaware limited partnership corporation (the “Partnership”"Company").

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 61 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 62 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 62 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 63 Section 10.2 10.2. Effect of Termination 33 64 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 64 Section 11.2. Waiver 64 Section 11.3. Notices 34 65 Section 11.2 11.4. Assignment 35 65 Section 11.3 11.5. Rights of Third Parties 35 66 Section 11.4 Expense 35 11.6. Expenses 66 TABLE OF CONTENTS (continued) Page Section 11.5 11.7. Governing Law 66 Section 11.8. Headings; Counterparts 35 66 Section 11.6 11.9. Company and Acquiror Disclosure Letters 66 Section 11.10. Entire Agreement 35 66 Section 11.7 Disclosure Schedules 35 11.11. Amendments 67 Section 11.8 Amendments 36 11.12. Publicity. 67 Section 11.9 Publicity 36 11.13. Severability 67 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial. 67 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 67 Section 11.12 Action by the Partnership 37 Exhibits 11.16. Non-Recourse 68 Section 11.17. Non-Survival of Representations, Warranties and Covenants 68 Section 11.18. Conflicts and Privilege 68 Exhibits: Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Incentive Equity Plan Exhibit E Form of Stock Option Agreement Exhibit F Form of Restricted Stock Unit Agreement AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31December 21, 2016 2020 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Colonnade Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Beam Merger Sub, Inc., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub”)) and Ouster, and PBF Logistics LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1 Conditions to Obligations of PubCo and the Partnership 27 BT Entities 81 Section 8.2 9.2 Conditions to Obligations of PubCo 82 Section 9.3 Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the BT Entities 83 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 Termination 33 83 Section 10.2 Effect of Termination 33 85 ARTICLE XI MISCELLANEOUS Section 11.1 Notices 34 Trust Account Waiver 85 Section 11.2 Assignment 35 Waiver 86 Section 11.3 Notices 86 Section 11.4 Assignment 87 Section 11.5 Rights of Third Parties 35 Section 11.4 Expense 35 Section 11.5 Counterparts 35 87 Section 11.6 Expenses 88 Section 11.7 Governing Law 88 Section 11.8 Headings; Counterparts 88 Section 11.9 BT Companies and PubCo Disclosure Letters 88 Section 11.10 Entire Agreement 35 Section 11.7 Disclosure Schedules 35 Section 11.8 Amendments 36 Section 11.9 Publicity 36 Section 11.10 Severability 36 89 Section 11.11 Governing Law; Jurisdiction 36 Amendments 89 Section 11.12 Action by the Partnership 37 Publicity 89 Section 11.13 Severability 89 Section 11.14 Jurisdiction; Waiver of Jury Trial. 90 Section 11.15 Enforcement 90 Section 11.16 Non-Recourse 90 Section 11.17 Non-Survival of Representations, Warranties and Covenants 91 Section 11.18 Conflicts and Privilege 91 Exhibits Exhibit A - PubCo Charter Exhibit B PubCo Bylaws Exhibit C Pre-Closing Restructuring Plan Exhibit D Registration Rights Agreement Exhibit E Sponsor Support Agreement Exhibit F Form of Fourth Amended and Restated Omnibus Tax Receivable Agreement Exhibit B - G Form of Fourth Amended and Restated Operation and Management Services and Secondment BT OpCo A&R LLC Agreement Exhibit C - Form of Transportation Services BT Disclosure Letter PubCo Disclosure Letter TRANSACTION AGREEMENT This Transaction Agreement Exhibit D - Form of Amended and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT, dated as of August 31, 2016 (this “Agreement”), dated as of August 24, 2022 (the “Execution Date”), is made and entered into by and between PBF Energy Company among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“PBF EnergySponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), and PBF Logistics LPLux Vending, LLC, a Delaware Georgia limited partnership liability company and a wholly owned subsidiary of BT Assets (the “PartnershipBT OpCo”, and together with BT Assets, “BT Entities”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 79 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 80 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 81 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 82 Section 10.2 10.2. Effect of Termination 33 83 ARTICLE XI REPRESENTATION AND WARRANTY INSURANCE Section 11.1. R&W Insurance Policy 83 ARTICLE XII MISCELLANEOUS Section 11.1 12.1. Trust Account Waiver 83 Section 12.2. Waiver 84 Section 12.3. Notices 34 84 Section 11.2 12.4. Assignment 35 86 Section 11.3 12.5. Rights of Third Parties 35 86 Section 11.4 Expense 35 12.6. Expenses 86 Section 11.5 12.7. Governing Law 86 Section 12.8. Headings; Counterparts 35 86 Section 11.6 12.9. Company and Acquiror Disclosure Letters 86 Section 12.10. Entire Agreement 35 87 Section 11.7 Disclosure Schedules 35 12.11. Amendments 87 Section 11.8 Amendments 36 12.12. Publicity 87 Section 11.9 Publicity 36 12.13. Severability 87 TABLE OF CONTENTS (continued) Page Section 11.10 Severability 36 12.14. Jurisdiction; Waiver of Jury Trial 88 Section 11.11 Governing Law; Jurisdiction 36 12.15. Enforcement 88 Section 11.12 Action by the Partnership 37 12.16. Non-Recourse 88 Section 12.17. Non-Survival of Representations, Warranties and Covenants 89 Section 12.18. Conflicts and Privilege 89 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Incentive Equity Plan Exhibit E Form of Management Grant Exhibit F Form of Employee Stock Purchase Plan AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31September 15, 2016 2020 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Hestia Merger Sub Inc., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub”), ) and PBF Logistics LPOpendoor Labs Inc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 97 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 98 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 99 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 100 Section 10.2 10.2. Effect of Termination 33 101 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 101 Section 11.2. Waiver 102 Section 11.3. Notices 34 102 Section 11.2 11.4. Assignment 35 103 Section 11.3 11.5. Rights of Third Parties 35 103 Section 11.4 Expense 35 11.6. Expenses 103 Section 11.5 11.7. Governing Law 103 Section 11.8. Headings; Counterparts 35 104 Section 11.6 11.9. Company and Acquiror Disclosure Letters 104 Section 11.10. Entire Agreement 35 104 Section 11.7 Disclosure Schedules 35 11.11. Amendments 104 Section 11.8 Amendments 36 11.12. Publicity 104 Section 11.9 Publicity 36 11.13. Severability 105 -iv- TABLE OF CONTENTS (continued) Page Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial 105 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 105 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse 106 Section 11.17. Non-Survival of Representations, Warranties and Covenants 106 Section 11.18. Legal Representation 106 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Employment Agreement Exhibit E Form of Incentive Equity Plan Exhibit F Form of Employee Stock Purchase Plan Exhibit G Form of Management Incentive Plan AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31October 5, 2016 2020 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the First Effective Time (as defined below)) (“Acquiror”), Asclepius Merger Sub Inc., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub”), and PBF Logistics LPClover Health Investments, Corp., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Subs, and the Partnership 27 Company 92 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Subs 93 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 94 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 95 Section 10.2 10.2. Effect of Termination 33 96 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 96 Section 11.2. Waiver 97 Section 11.3. Notices 34 97 Section 11.2 11.4. Assignment 35 98 Section 11.3 11.5. Rights of Third Parties 35 98 Section 11.4 Expense 35 11.6. Expenses 99 Section 11.5 11.7. Governing Law 99 Section 11.8. Headings; Counterparts 35 99 Section 11.6 11.9. Company and Acquiror Disclosure Letters 99 Section 11.10. Entire Agreement 35 99 Section 11.7 Disclosure Schedules 35 11.11. Amendments 100 Section 11.8 Amendments 36 11.12. Publicity 100 Section 11.9 Publicity 36 11.13. Severability 100 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial 101 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 101 Section 11.12 Action by the Partnership 37 Exhibits 11.16. Non-Recourse 101 Section 11.17. Non-Survival of Representations, Warranties and Covenants 102 Section 11.18. Conflicts and Privilege 102 TABLE OF CONTENTS (continued) Page Exhibits: Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Post-Closing Certificate of Incorporation of Acquiror Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Post-Closing Bylaws of Acquiror Exhibit C - Form of Transportation Services Agreement Restated Company Certificate Exhibit D - D-1 Form of Amended and Restated Limited Liability Company Lock-Up Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT, dated as A Exhibit D-2 Form of August 31, 2016 (this “Lock-Up Agreement B Exhibit D-3 Form of Lock-Up Agreement C Exhibit E Form of Registration Rights Agreement”), is entered into by and between PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”).

Conditions to Obligations. Section 8.1 9.1 Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 90 Section 8.2 9.2 Conditions to Obligations of Acquiror and Merger Sub 91 Section 9.3 Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 ARTICLE the Company 92 Article X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 Termination 33 92 Section 10.2 Effect of Termination 33 ARTICLE 93 Article XI MISCELLANEOUS Section 11.1 Notices 34 Trust Account Waiver 93 Section 11.2 Assignment 35 Waiver 94 Section 11.3 Notices 94 Section 11.4 Assignment 96 Section 11.5 Rights of Third Parties 35 Section 11.4 Expense 35 Section 11.5 Counterparts 35 96 Section 11.6 Expenses 96 Section 11.7 Governing Law 96 Section 11.8 Headings; Counterparts; Electronic Delivery 96 Section 11.9 Company and Acquiror Disclosure Letters 96 Section 11.10 Entire Agreement 35 Section 11.7 Disclosure Schedules 35 Section 11.8 Amendments 36 Section 11.9 Publicity 36 Section 11.10 Severability 36 97 Section 11.11 Governing Law; Jurisdiction 36 Amendments 97 Section 11.12 Action by the Partnership 37 Publicity 97 Section 11.13 Severability 98 Section 11.14 Jurisdiction; Waiver of Jury Trial 98 Section 11.15 Enforcement 98 Section 11.16 Non-Recourse 99 Section 11.17 Non-Survival of Representations, Warranties and Covenants 99 Section 11.18 Conflicts and Privilege 99 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Exhibit C - Form of Transportation Services Agreement Exhibit D - Form of Amended and Restated Limited Liability Company Certificate of Incorporation of Acquiror Exhibit B Form of Amended and Restated Bylaws of Acquiror Exhibit C Form of Registration Rights Agreement CONTRIBUTION Exhibit D Terms of Incentive Equity Plan Exhibit E Terms of Employee Stock Purchase Plan Exhibit F Form of Stockholders Agreement AGREEMENT AND PLAN OF MERGER THIS CONTRIBUTION AGREEMENTAGREEMENT AND PLAN OF MERGER, dated as of August 31March 25, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong BOWX ACQUISITION CORP., a Delaware limited liability company corporation (“PBF EnergyAcquiror”), and PBF Logistics LPBOWX MERGER SUBSIDIARY CORP., a Delaware limited partnership corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and WEWORK INC., a Delaware corporation (the “PartnershipCompany”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement.

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 68 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 69 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 70 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 71 Section 10.2 10.2. Effect of Termination 33 71 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 72 Section 11.2. Waiver 72 Section 11.3. Notices 34 73 Section 11.2 11.4. Assignment 35 73 TABLE OF CONTENTS (continued) Page Section 11.3 11.5. Rights of Third Parties 35 74 Section 11.4 Expense 35 11.6. Expenses 74 Section 11.5 11.7. Governing Law 74 Section 11.8. Headings; Counterparts 35 74 Section 11.6 11.9. Company and Acquiror Disclosure Letters 74 Section 11.10. Entire Agreement 35 74 Section 11.7 Disclosure Schedules 35 11.11. Amendments 75 Section 11.8 Amendments 36 11.12. Publicity 75 Section 11.9 Publicity 36 11.13. Severability 75 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial 75 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 75 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse 76 Section 11.17. Non-Survival of Representations, Warranties and Covenants 76 Section 11.18. Conflicts and Privilege 76 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Incentive Equity Plan Exhibit E Form of Employee Stock Purchase Plan Exhibit F Form of Stockholder Written Consent Exhibit G Accredited Investor Questionnaire AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31April 28, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Marquee Raine Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), MRAC Merger Sub Corp., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub”), ) and PBF Logistics LPEnjoy Technology Inc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 82 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 83 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 83 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 84 Section 10.2 10.2. Effect of Termination 33 85 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 85 Section 11.2. Waiver 86 Section 11.3. Notices 34 86 Section 11.2 11.4. Assignment 35 87 Section 11.3 11.5. Rights of Third Parties 35 87 Section 11.4 Expense 35 11.6. Expenses 87 Section 11.5 11.7. Governing Law 88 Section 11.8. Headings; Counterparts 35 88 Section 11.6 11.9. Company and Acquiror Disclosure Letters 88 Section 11.10. Entire Agreement 35 88 Section 11.7 Disclosure Schedules 35 11.11. Amendments 88 Section 11.8 Amendments 36 11.12. Publicity. 88 Section 11.9 Publicity 36 11.13. Severability 89 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial. 89 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 90 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse 90 Section 11.17. Non-Survival of Representations, Warranties and Covenants 90 Section 11.18. Legal Representation 91 TABLE OF CONTENTS (continued) Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Series 1 Registration Rights Agreement Exhibit E Form of Shareholders Agreement Exhibit F Form of Lock-Up Agreement Exhibit G Form of Incentive Equity Plan AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31January 7, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Plutus Merger Sub Inc., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub”), and PBF Logistics LPSocial Finance, Inc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror and the Partnership 27 Company 75 Section 8.2 9.2. Conditions to Obligations of Acquiror 76 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 77 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 77 Section 10.2 10.2. Effect of Termination 33 79 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 79 Section 11.2. Waiver 80 Section 11.3. Notices 34 80 Section 11.2 11.4. Assignment 35 81 Section 11.3 11.5. Rights of Third Parties 35 81 Section 11.4 Expense 35 11.6. Expenses 81 Section 11.5 11.7. Governing Law 81 Section 11.8. Headings; Counterparts 35 81 Section 11.6 11.9. Company and Acquiror Disclosure Letters 82 Section 11.10. Entire Agreement 35 82 Section 11.7 Disclosure Schedules 35 11.11. Amendments 82 Section 11.8 Amendments 36 11.12. Publicity 82 Section 11.9 Publicity 36 11.13. Severability 83 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial 83 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 84 Section 11.12 11.16. Non-Recourse 84 Section 11.17. Non-Survival of Representations, Warranties and Covenants 84 Section 11.18. Conflicts and Privilege 85 Section 11.19. Acquiror Post-Closing Action by the Partnership 37 85 Exhibits Exhibit A - Members; Allocation of Aggregate Cash Consideration Exhibit B Form of Fourth Amended and Restated Omnibus Agreement Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Company A&R LLC Agreement Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended and Restated Limited Liability Lock-Up Agreement Exhibit E Form of Tax Receivable Agreement Exhibit F Company Agreement CONTRIBUTION Financial Results MEMBERSHIP INTERESTS PURCHASE AGREEMENT THIS CONTRIBUTION AGREEMENTThis Membership Interests Purchase Agreement, dated as of August 31March 21, 2016 2023 (this “Agreement”), is made and entered into by and between PBF Energy Company among Stratim Cloud Acquisition Corp., a Delaware corporation (“Acquiror”), each of the individuals listed on the signature pages hereto (each a “Member” and collectively, the “Members”) and Force Pressure Control, LLC, a Delaware Texas limited liability company (“PBF Energy”), and PBF Logistics LP, a Delaware limited partnership (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 80 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 81 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 81 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 82 Section 10.2 10.2. Effect of Termination 33 84 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 84 Section 11.2. Waiver 85 Section 11.3. Notices 34 85 Section 11.2 11.4. Assignment 35 86 Section 11.3 11.5. Rights of Third Parties 35 86 Section 11.4 Expense 35 11.6. Expenses 86 Section 11.5 11.7. Governing Law 87 Section 11.8. Headings; Counterparts 35 87 Section 11.6 11.9. Company Disclosure Letter 87 Section 11.10. Entire Agreement 35 87 Section 11.7 Disclosure Schedules 35 11.11. Amendments 87 Section 11.8 Amendments 36 11.12. Publicity 87 Section 11.9 Publicity 36 11.13. Severability 88 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial 88 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 89 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse 89 Section 11.17. Non-Survival of Representations, Warranties and Covenants 89 Section 11.18. Conflicts and Privilege 90 Exhibits Exhibit A - Form of Fourth Acquiror Amended and Restated Omnibus Agreement Certificate of Incorporation Exhibit B - Form of Fourth Acquiror Amended and Restated Operation and Management Services and Secondment Agreement Bylaws Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Incentive Equity Plan Exhibit E Form of Employee Stock Purchase Plan AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31June 9, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company among Xxxxxx Ventures Acquisition Co., a Delaware corporation (“Acquiror”), Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Valo Health, LLC, a Delaware limited liability company (“PBF EnergyCompany Holdco”)) and Valo Health, and PBF Logistics LPInc., a Delaware limited partnership corporation and a direct wholly owned subsidiary of Company Holdco (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Partnership 27 Company A-68 Section 8.2 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company A-69 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 A-69 Section 10.2 10.2. Effect of Termination 33 A-70 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver A-71 Section 11.2. Waiver A-71 Section 11.3. Notices 34 A-71 Section 11.2 11.4. Assignment 35 A-72 Table of Contents TABLE OF CONTENTS (continued) Page Section 11.3 11.5. Rights of Third Parties 35 A-72 Section 11.4 Expense 35 11.6. Expenses A-73 Section 11.5 11.7. Governing Law A-73 Section 11.8. Headings; Counterparts 35 A-73 Section 11.6 11.9. Company and Acquiror Disclosure Letters A-73 Section 11.10. Entire Agreement 35 A-73 Section 11.7 Disclosure Schedules 35 11.11. Amendments A-73 Section 11.8 Amendments 36 11.12. Publicity A-74 Section 11.9 Publicity 36 11.13. Severability A-74 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial A-74 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement A-74 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse A-75 Section 11.17. Non-Survival of Representations, Warranties and Covenants A-75 Section 11.18. Conflicts and Privilege A-75 Table of Contents Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Lockup Agreement Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of A&R Company Charter Exhibit I Form of Certificate of Incorporation of Surviving Corporation Exhibit J Form of Bylaws of Surviving Corporation Table of Contents AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31July 14, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Reinvent Technology Partners Y, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), RTPY Merger Sub Inc., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub”)) and Aurora Innovation, and PBF Logistics LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. 57 Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub I, Merger Sub II, and the Partnership 27 Company 57 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub I, Merger Sub II 57 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 58 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS 59 Section 10.1 10.1. Termination 33 59 Section 10.2 10.2. Effect of Termination 33 60 ARTICLE XI [RESERVED] 60 ARTICLE XII MISCELLANEOUS 60 Section 11.1 12.1. Trust Account Waiver 60 Section 12.2. Waiver 60 Section 12.3. Notices 34 61 Section 11.2 12.4. Assignment 35 62 Section 11.3 Rights of Third 12.5. Parties 35 in Interest 62 Section 11.4 Expense 35 12.6. Expenses 62 Section 11.5 12.7. Governing Law 62 Section 12.8. Headings; Counterparts 35 62 Section 11.6 12.9. Company and Acquiror Disclosure Letters 62 Section 12.10. Entire Agreement 35 62 Section 11.7 Disclosure Schedules 35 12.11. Amendments 63 Section 11.8 Amendments 36 12.12. Publicity 63 Section 11.9 Publicity 36 12.13. Severability 63 Section 11.10 Severability 36 12.14. Jurisdiction; Waiver of Jury Trial 63 Section 11.11 Governing Law; Jurisdiction 36 12.15. Enforcement 64 Section 11.12 Action by the Partnership 37 Exhibits 12.16. Non-Recourse 64 Section 12.17. Non-Survival of Representations, Warranties and Covenants 64 Section 12.18. Conflicts and Privilege 64 Exhibit A - – Form of Fourth Amended and Restated Omnibus Agreement Acquiror Charter Exhibit B - – Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Acquiror Bylaws Exhibit C - – Form of Transportation Services Registration Rights Agreement Exhibit D - – Form of Amended Stockholders’ Agreement Exhibit E – Form of Written Consent of the Company Stockholder Exhibit F – Form of Allocation Notice AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31March 11, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company among Empower Ltd., a Cayman Islands exempted company limited by shares (“Acquiror”), Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub I”), Empower Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub II”), and PBF Logistics LPHxxxxx Intermediate Holdings, Inc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 74 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 75 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 75 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 76 Section 10.2 10.2. Effect of Termination 33 77 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 77 Section 11.2. Waiver 78 Section 11.3. Notices 34 78 Section 11.2 11.4. Assignment 35 79 Section 11.3 11.5. Rights of Third Parties 35 79 Section 11.4 Expense 35 11.6. Expenses 79 Section 11.5 11.7. Governing Law 80 Section 11.8. Headings; Counterparts 35 80 Section 11.6 11.9. Company and Acquiror Disclosure Letters 80 Section 11.10. Entire Agreement 35 80 Section 11.7 Disclosure Schedules 35 11.11. Amendments 80 Section 11.8 Amendments 36 11.12. Publicity 80 Section 11.9 Publicity 36 11.13. Severability 81 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial 81 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 82 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse 82 Section 11.17. Non-Survival of Representations, Warranties and Covenants 82 Section 11.18. Conflicts and Privilege 83 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Acquiror Second A&R Charter A-1 Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Acquiror A&R Bylaws B-1 Exhibit C - Form of Transportation Services Registration Rights Agreement C-1 Exhibit D - Form of Amended Incentive Equity Plan D-1 Exhibit E Form of Employee Stock Purchase Plan E-1 AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31June 22, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Northern Genesis Acquisition Corp. II, a Delaware limited liability company corporation (“PBF EnergyAcquiror”), NGAB Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and PBF Logistics LPEmbark Trucks Inc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 71 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 71 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 the Company 72 TABLE OF CONTENTS (continued) Page ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 73 Section 10.2 10.2. Effect of Termination 33 74 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 74 Section 11.2. Waiver 75 Section 11.3. Notices 34 75 Section 11.2 11.4. Assignment 35 76 Section 11.3 11.5. Rights of Third Parties 35 76 Section 11.4 Expense 35 11.6. Expenses 76 Section 11.5 11.7. Governing Law 76 Section 11.8. Headings; Counterparts 35 77 Section 11.6 11.9. Company Disclosure Letter 77 Section 11.10. Entire Agreement 35 77 Section 11.7 Disclosure Schedules 35 11.11. Amendments 77 Section 11.8 Amendments 36 11.12. Publicity 77 Section 11.9 Publicity 36 11.13. Severability 78 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial 78 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 79 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse 79 Section 11.17. Non-Survival of Representations, Warranties and Covenants 79 Section 11.18. Conflicts and Privilege 79 Exhibits Exhibit A - Form of Fourth Acquiror Amended and Restated Omnibus Agreement Certificate of Incorporation Exhibit B - Form of Fourth Acquiror Amended and Restated Operation and Management Services and Secondment Agreement Bylaws Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Exhibit E Form of Amended Incentive Equity Plan Form of Employee Stock Purchase Plan AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31July 6, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong Xxxxxx Ventures Acquisition Co. II, a Delaware limited liability company corporation (“PBF EnergyAcquiror”), Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), and PBF Logistics LPNextdoor, Inc., a Delaware limited partnership corporation (the “PartnershipCompany”).

Conditions to Obligations. Section 8.1 11.1. Conditions to Obligations of the Partnership 27 Parties 68 Section 8.2 11.2. Conditions to Obligations of SPAC 69 Section 11.3. Conditions to the Obligations of PBF Energy 28 the Target Companies, New PubCo and Merger Sub 70 Section 11.4. Frustration of Conditions 71 ARTICLE IX INDEMNIFICATION 12 TERMINATION/EFFECTIVENESS Section 9.1 Survival 29 12.1. Termination 71 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 ARTICLE X TERMINATION Section 10.1 Termination 33 Section 10.2 12.2. Effect of Termination 33 72 Section 12.3. Termination Fee 72 ARTICLE XI 13 MISCELLANEOUS Section 11.1 13.1. Trust Account Waiver 72 Section 13.2. Waiver 73 Section 13.3. Notices 34 73 Section 11.2 13.4. Assignment 35 74 Section 11.3 13.5. Rights of Third Parties 35 74 Section 11.4 Expense 35 13.6. Expenses 74 Section 11.5 13.7. Governing Law 74 Section 13.8. Headings; Counterparts 35 75 Section 11.6 13.9. Target Company and SPAC Disclosure Letters 75 Section 13.10. Entire Agreement 35 75 Section 11.7 Disclosure Schedules 35 13.11. Amendments 75 Section 11.8 Amendments 36 13.12. Publicity 75 Section 11.9 Publicity 36 13.13. Severability 75 Section 11.10 Severability 36 13.14. Jurisdiction; Waiver of Jury Trial 76 Section 11.11 Governing Law; Jurisdiction 36 13.15. Enforcement 76 Section 11.12 Action by the Partnership 37 Exhibits 13.16. Non-Recourse 76 Section 13.17. Non-Survival of Representations, Warranties and Covenants 77 Section 13.18. Conflicts and Privilege 77 ​ ​ INDEX OF EXHIBITS AND ANNEXES ​ Exhibit A - Reorganization Steps ​ ​ Exhibit B Form of Fourth Amended Registration Rights and Restated Omnibus Lock-up Agreement Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement ​ ​ Exhibit C - Form of Transportation Services Agreement Exhibit D - Form of Amended and Restated Limited Liability Certificate of Incorporation of New PubCo ​ ​ Exhibit D Form of Amended and Restated Bylaws of New PubCo ​ ​ Annex I Target Company Group Prior to the Reorganization ​ ​ ​ BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER This Business Combination Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTand Plan of Merger, dated as of August 31May 19, 2016 2023 (this “Agreement”), is made and entered into by and between PBF Energy Company among Everest Consolidator Acquisition Corporation, a Delaware corporation (“SPAC”), Unifund Financial Technologies, Inc., a Delaware corporation (“New PubCo”), Unifund Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo (“Merger Sub” and together with New PubCo and Merger Sub, the “Acquisition Entities” and each an “Acquisition Entity”), Unifund Holdings, LLC, a Delaware limited liability company (“PBF EnergyHoldings”), Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF”), USV, LLC, an Ohio limited liability company (“USV” and PBF Logistics LPtogether with Holdings and CCRF, the “Target Companies” and each, a “Target Company”), and, solely for the purposes of Sections 10.4, 10.12, 12.3, 13.6 and 13.16, Everest Consolidator Sponsor, LLC, a Delaware limited partnership liability company (“Sponsor”). SPAC, New PubCo, Merger Sub, CCRF, Holdings and USV are sometimes collectively referred to herein as the “Partnership”)Parties,” and each of them is sometimes individually referred to herein as a “Party.” Capitalized terms used herein without definition have the respective meanings ascribed to them in Section 1.1.

Conditions to Obligations. Section 8.1 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Partnership 27 Company 87 Section 8.2 9.2. Conditions to Obligations of Acquiror and Merger Sub 87 Section 9.3. Conditions to the Obligations of PBF Energy 28 ARTICLE IX INDEMNIFICATION the Company 98 Section 9.1 Survival 29 Section 9.2 Indemnification 29 Section 9.3 Indemnification Procedures 30 Section 9.4 Additional Agreements Regarding Indemnification 31 Section 9.5 Waiver 9.4. Frustration of Other Representations 32 Section 9.6 Consideration Adjustment 32 Section 9.7 Exclusive Remedy 33 Closing Conditions 89 ARTICLE X TERMINATION TERMINATION/EFFECTIVENESS Section 10.1 10.1. Termination 33 89 Section 10.2 10.2. Effect of Termination 33 90 ARTICLE XI MISCELLANEOUS Section 11.1 11.1. Trust Account Waiver 90 Section 11.2. Waiver 91 Section 11.3. Notices 34 91 Section 11.2 11.4. Assignment 35 92 Section 11.3 11.5. Rights of Third Parties 35 92 Section 11.4 Expense 35 11.6. Expenses 93 Section 11.5 11.7. Governing Law 93 Section 11.8. Headings; Counterparts 35 93 Section 11.6 11.9. Company and Acquiror Disclosure Letters 93 Section 11.10. Entire Agreement 35 93 Section 11.7 Disclosure Schedules 35 11.11. Amendments 94 Section 11.8 Amendments 36 11.12. Publicity. 94 Section 11.9 Publicity 36 11.13. Severability 94 Section 11.10 Severability 36 11.14. Jurisdiction; Waiver of Jury Trial. 94 Section 11.11 Governing Law; Jurisdiction 36 11.15. Enforcement 95 Section 11.12 Action by the Partnership 37 11.16. Non-Recourse 95 Section 11.17. Non-Survival of Representations, Warranties and Covenants 96 Section 11.18. Conflicts and Privilege 96 Exhibits Exhibit A - Form of Fourth Amended and Restated Omnibus Agreement Certificate of Incorporation of Acquiror upon Domestication Exhibit B - Form of Fourth Amended and Restated Operation and Management Services and Secondment Agreement Bylaws of Acquiror upon Domestication Exhibit C - Form of Transportation Services Registration Rights Agreement Exhibit D - Form of Amended Lock-Up Agreement AGREEMENT AND PLAN OF MERGER This Agreement and Restated Limited Liability Company Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENTPlan of Merger, dated as of August 31February 21, 2016 2021 (this “Agreement”), is made and entered into by and between PBF Energy Company LLCamong NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware limited liability company corporation and a direct wholly owned subsidiary of Acquiror (“PBF EnergyMerger Sub”)) and Xos, and PBF Logistics LPInc., a Delaware limited partnership corporation (the “PartnershipCompany”).