Common use of Tag Along Clause in Contracts

Tag Along. (a) In the event that PBF Member or its Affiliates desire to market for sale all or substantially all of the Chalmette Refinery, including PBF Member’s Member Interest and associated Units in the Company, PBF Member will provide written notice to Eni Member and Eni Member shall have the right to participate by including for sale all (but not less than all) of Eni Member’s Member Interest and associated Units in connection with the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units in the Company without inclusion by Eni Member, provided that the transferee meets the Compliance Criteria. (b) If PBF Member is approached by a Third Party for a direct, private sale of the Chalmette Refinery and its Member Interest and associated Units in the Company, the following provisions shall apply: (i) PBF Member shall provide notice to Eni Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party). (ii) In the event PBF Member and such Third Party fail to (x) execute definitive agreements agreeing to the sale of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. (ai) In If at any time after the event that PBF Flip Point and following compliance with Section 3.03(b), a Disposing Member desires to sell any of its Membership Interests that, individually or its Affiliates desire to market for sale all when aggregated with other sales by the Disposing Member since the Effective Date of this Agreement, represents ten percent (10%) or substantially all more of the Chalmette Refinery, including PBF Member’s Member Interest and associated Units in aggregate outstanding Membership Interests of the Company, PBF to any Person (other than a sale which would be considered a Permitted Disposition hereunder), then at least forty-five (45) days prior to the proposed date of consummation of such sale (a “Sale”), the Disposing Member will shall provide written notice (the “Tag Along Notice”) of the proposed Sale to Eni the non-Disposing Members. The Tag Along Notice shall include: (A) the principal terms of the proposed Sale, including (A) the Membership Interest to be purchased from the Disposing Member, (B) the class and series of such Membership Interest to be purchased, (C) the percentage such Membership Interest represents of the total Membership Interest owned by the Disposing Member (the “Sale Percentage”), and (D) the purchase price to be paid by and the name and address of the proposed purchaser (the “Tag Along Purchaser”); and (B) an offer by the Disposing Member, in respect of each non-Disposing Member and Eni on the same terms and conditions as the Disposing Member shall have proposes to sell its Membership Interest, to include in the right Sale to participate the Tag Along Purchaser a percentage of the total Membership Interest then held by including for sale all each such non-Disposing Member not to exceed the Sale Percentage. (but not less than allii) of Eni Member’s Each non-Disposing Member Interest and associated Units desiring to accept the offer contained in connection with the sale of PBF Member’s Member Interest and associated Units Tag Along Notice (each a “Joint DivestitureParticipating Seller”). Within ninety ) shall send a written commitment to the Disposing Member not later than thirty (9030) days following delivery after the effective date of PBF Member’s noticethe Tag Along Notice specifying, Eni subject to Section 3.03(c)(i)(B), the Membership Interests that such Participating Seller desires to have included in the Sale. Each non-Disposing Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in who has not so accepted such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member offer shall be deemed to have irrevocably and unconditionally waived all of its right rights with respect to participate in a Joint Divestiture during such sale processthe Sale, and PBF the Disposing Member and the Participating Sellers, if any, shall thereafter be entitled free to commence its marketing efforts and, without limitation or requirement sell to consummate the Tag Along Purchaser at a sale within a certain time period, consummate price no greater than the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units purchase price set forth in the Company without inclusion by Eni Member, provided that Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the transferee meets the Compliance CriteriaTag Along Notice. (biii) If PBF Member is approached by a Third Party for a direct, private sale of the Chalmette Refinery and its Member Interest and associated Units in the Company, the following provisions shall apply: (i) PBF Member shall provide notice to Eni Member The acceptance of such approachoffer by each Participating Seller shall be irrevocable except as hereinafter provided and each such Participating Seller shall be bound and obligated to sell, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously concurrently with the purchase of PBF Member’s sale by the Disposing Member Interest and associated Units in on the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material same terms and conditions specified in the written notice given by PBF Member to Eni Member. Following Tag Along Notice, the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units Membership Interests so agreed in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability written commitment given pursuant to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party3.03(c)(ii). (ii) . In the event PBF the Disposing Member and such Third Party fail shall be unable to (x) execute definitive agreements agreeing to arrange the sale of all the Chalmette Refinery Membership Interests which the Disposing Member and the Joint Divestiture in accordance with the material terms and conditions set out Participating Sellers desire to have included in the notice given Sale, the Membership Interests to be sold in the Sale by PBF the Disposing Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election and the Participating Sellers shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree reduced on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Membera pro rata basis. (iv) In case If at the end of failure the ninetieth (90th) day following the effective date of PBF the Tag Along Notice the Disposing Member and/or has not completed the Third Party to comply with Sale as provided in the foregoing provisions in of this Section 11.43.03(c), except each Participating Seller shall be released from its obligations under its written commitment given pursuant to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.23.03(c)(ii), the Transferee Tag Along Notice shall not be recognized as Member of the Company. For the avoidance of doubtnull and void, Eni Member and it shall not have be necessary for a right new Tag Along Notice to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with be furnished and the provisions of this Section 11.43.03(c) separately complied with in order to consummate any such Sale.

Tag Along. Subject to Section 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) In the event that PBF Member or its Affiliates desire to market for sale all or substantially all Any of the Chalmette RefinerySponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A Units held by the Sponsor Holders in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each holder of Class B Units and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including PBF Member’s Member Interest the name of the prospective Transferee, the number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating Unitholder, the purchase price per Unit proposed to be paid therefor and associated the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Unitholder to each holder of Class B Units in and to the Company, PBF Member will provide written notice to Eni Member and Eni Member each holder of Class B Units shall have the right right, by notice in writing to participate the Initiating Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Unitholder) up to that number of Class B Units owned by including such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the number of Participation Securities. The amount of Participation Securities to be Transferred by any Initiating Unitholder shall be ratably reduced to the extent necessary to provide for sale all such sales of Class B Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B Units to be sold to the prospective Transferee shall be determined based upon (but not less than alli) the deemed fair market value of Eni Member’s Member Interest the Company implied by the price to be paid by the prospective Transferee for the Class A Units and associated (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in connection accordance with the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units in the Company without inclusion by Eni Member, provided that the transferee meets the Compliance CriteriaSection 8.02. (b) If PBF Member is approached At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by a Third Party for a direct, private sale the prospective Transferee in respect of the Chalmette Refinery and its Member Interest and associated such Units as described in the Companylast sentence of Section 5(a) of this Exhibit B. In connection with any such Transfer, the following provisions shall apply: (i) PBF Member the representations and warranties of a Participating Offeree shall provide notice be limited to Eni Member of matters that relate specifically to such approachParticipating Offeree such as due organization and authorization, stating the details of the saleno violation, including the consideration offered for PBF Member’s Member Interest title and associated Units in ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company and the related terms and conditions or other holders of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third PartyUnits; provided, however, that each Participating Offeree may be required to indemnify the foregoing Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not limit PBF Member’s right to Transfer its Member Interest and associated Units exceed the value of the consideration received by the Participating Offeree in the Company in accordance connection with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party)Transfer. (c) The provisions of this Section 5 shall not apply to (i) other Permitted Transfers, (ii) In the event PBF Member any Transfer pursuant to or after a Company Public Offering and such Third Party fail to (x) execute definitive agreements agreeing to the sale of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF MemberExempt Transfers. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. Subject to Section 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) In the event that PBF Member or its Affiliates desire to market for sale all or substantially all Any of the Chalmette RefinerySponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A Units held by the Sponsor Holders in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each holder of Class B Units and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including PBF Member’s Member Interest the name of the prospective Transferee, the number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating Unitholder, the purchase price per Unit proposed to be paid therefor and associated the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Unitholder to each holder of Class B Units in and to the Company, PBF Member will provide written notice to Eni Member and Eni Member each holder of Class B Units shall have the right right, by notice in writing to participate the Initiating Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Unitholder) up to that number of Class B Units owned by including such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the number of Participation Securities. The amount of Participation Securities to be Transferred by any Initiating Unitholder shall be ratably reduced to the extent necessary to provide for sale all such sales of Class B Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B Units to be sold to the prospective Transferee shall be determined based upon (but not less than alli) the deemed fair market value of Eni Member’s Member Interest the Company implied by the price to be paid by the prospective Transferee for the Class A Units and associated (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in connection accordance with the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all Section 8.02 of the Chalmette Refinery and its Member Interest and associated Units in the Company without inclusion by Eni Member, provided that the transferee meets the Compliance CriteriaLLC Agreement. (b) If PBF Member is approached At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by a Third Party for a direct, private sale the prospective Transferee in respect of the Chalmette Refinery and its Member Interest and associated such Units as described in the Companylast sentence of Section 5(a) of this Exhibit B. In connection with any such Transfer, the following provisions shall apply: (i) PBF Member the representations and warranties of a Participating Offeree shall provide notice be limited to Eni Member of matters that relate specifically to such approachParticipating Offeree such as due organization and authorization, stating the details of the saleno violation, including the consideration offered for PBF Member’s Member Interest title and associated Units in ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company and the related terms and conditions or other holders of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third PartyUnits; provided, however, that each Participating Offeree may be required to indemnify the foregoing Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not limit PBF Member’s right to Transfer its Member Interest and associated Units exceed the value of the consideration received by the Participating Offeree in the Company in accordance connection with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party)Transfer. (c) The provisions of this Section 5 shall not apply to (i) other Permitted Transfers, (ii) In the event PBF Member any Transfer pursuant to or after a Company Public Offering and such Third Party fail to (x) execute definitive agreements agreeing to the sale of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF MemberExempt Transfers. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. Subject to Section 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) In the event that PBF Member or its Affiliates desire to market for sale all or substantially all Any of the Chalmette RefinerySponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A Units held by the Sponsor Holders in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each holder of Class B Units and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including PBF Member’s Member Interest the name of the prospective Transferee, the number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating Unitholder, the purchase price per Unit proposed to be paid therefor and associated the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Unitholder to each holder of Class B Units in and to the Company, PBF Member will provide written notice to Eni Member and Eni Member each holder of Class B Units shall have the right right, by notice in writing to participate the Initiating Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Unitholder) up to that number of Class B Units owned by including such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the number of Participation Securities. The amount of Participation Securities to be Transferred by any Initiating Unitholder shall be ratably reduced to the extent necessary to provide for sale all such sales of Class B Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B Units to be sold to the prospective Transferee shall be determined based upon (but not less than alli) the deemed fair market value of Eni Member’s Member Interest the Company implied by the price to be paid by the prospective Transferee for the Class A Units and associated (ii) the resulting relative values of the Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in connection accordance with the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all Section 8.02 of the Chalmette Refinery and its Member Interest and associated Units in the Company without inclusion by Eni Member, provided that the transferee meets the Compliance CriteriaLLC Agreement. (b) If PBF Member is approached At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by a Third Party for a direct, private sale the prospective Transferee in respect of the Chalmette Refinery and its Member Interest and associated such Units as described in the Companylast sentence of Section 5(a) of this Exhibit B. In connection with any such Transfer, the following provisions shall apply: (i) PBF Member the representations and warranties of a Participating Offeree shall provide notice be limited to Eni Member of matters that relate specifically to such approachParticipating Offeree such as due organization and authorization, stating the details of the saleno violation, including the consideration offered for PBF Member’s Member Interest title and associated Units in ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company and the related terms and conditions or other holders of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third PartyUnits; provided, however, that each Participating Offeree may be required to indemnify the foregoing Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not limit PBF Member’s right to Transfer its Member Interest and associated Units exceed the value of the consideration received by the Participating Offeree in the Company in accordance connection with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party)Transfer. (c) The provisions of this Section 5 shall not apply to (i) other Permitted Transfers, (ii) In the event PBF Member any Transfer pursuant to or after a Company Public Offering and such Third Party fail to (x) execute definitive agreements agreeing to the sale of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF MemberExempt Transfers. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. (a) In the event that PBF Member If ▇▇▇▇▇▇▇▇ Partners or its Affiliates desire to market for sale all or substantially all either of the Chalmette Refinery▇▇▇▇▇▇▇▇ Funds (the "Selling Optionee") shall for any reason whatsoever (except a transfer pursuant to Articles II or III or Section 4.1 above) wish to sell any Underlying Common Stock and shall have received a bona fide offer in respect of such sale ("Tag Offer") from a Third Party, including PBF Member’s Member Interest and associated Units in the Company, PBF Member will provide Selling Optionee shall promptly deliver written notice (the "Transfer Notice") of the Tag Offer to Eni Member all the other Optionees (the "Other Holders") setting forth the consideration for the Underlying Common Stock, the identity of the Third Party and Eni Member the other terms and conditions of the Tag Offer. Any such Other Holder may, within 15 days after the receipt of the Transfer Notice, give written notice ("Tag Notice") to the Selling Optionee (which shall have the right be irrevocable after delivery thereof) stating that such Other Holder wishes to participate in such sale by including for sale all (selling all, but not less than all) , of Eni Member’s Member Interest and associated Units such Other Holder's pro rata portion of the total amount of Underlying Common Stock to be eventually included in connection with the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have to the right to deliver a written notice to PBF Member electing, or declining, to participate Third Party described in such Joint DivestitureTag Offer, on terms and conditions not less favorable to such Other Holder than those upon which the Selling Optionee sells Underlying Common Stock to such Third Party. If Eni Member declines the Third Party transferee is unwilling to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially purchase all of the Chalmette Refinery and its Member Interest and associated Units in Underlying Common Stock that has been identified for sale, then the Company without inclusion by Eni Member, provided total number of shares of Underlying Common Stock that the Third Party transferee meets is willing to acquire shall be allocated pro rata among the Compliance CriteriaSelling Optionee and those Other Holders who have given timely Tag Notices. (b) If PBF Member is approached by a Third Party for a direct, private sale of the Chalmette Refinery and its Member Interest and associated Units in the Company, the following provisions shall apply: (i) PBF Member shall provide notice to Eni Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right Each Other Holder electing to participate in such sale and PBF Member shall ensure that (a "Tagging Optionee") hereby authorizes the Selling Optionee to deliver to the Third Party purchases simultaneously with at the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in Tag Closing (as defined below) such direct, private saleTagging Optionee's certificates or other instruments, if any, evidencing such Tagging Optionee's ownership of the Third Party declines to purchase Eni Member’s Member Interest and associated Units in Underlying Common Stock that the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability Tagging Optionee has elected to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to under Section 3.2(a) (such Third Party; provided, howeverUnderlying Common Stock, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party"Tag Offer Shares"). (iic) In The Selling Optionee will have 180 days after the event PBF Member and such Third Party fail date on which the Transfer Notice is given to (x) execute definitive agreements agreeing sell to the sale Third Party, at the price set forth in the Transfer Notice, all of the Chalmette Refinery Underlying Common Stock subject to the Tag Offer (the "Total Tag Offer Shares"). Immediately after completion of any such sale pursuant to this Section 4.2 (the "Tag Closing"), the Selling Optionee will notify each Tagging Optionee and will remit to such Tagging Optionee the Joint Divestiture total sales price attributable to such Tagging Optionee's Tag Offer Shares less a pro rata portion of the expenses and taxes, if any, incurred in accordance connection with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty such sale. (120d) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure Notwithstanding anything in this Section 11.4 shall 4.2 to the contrary, there will be restarted and complied with in connection with no liability on the part of the Selling Optionee to the Tagging Optionees if any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal Underlying Common Stock pursuant to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall 4.2 is not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4consummated for whatever reason.

Tag Along. If a Management Shareholder (aa “Selling Shareholder”) In elects to sell his Restricted Shares to any Person (other than to Related Parties as expressly permitted by Section 2), the event that PBF Member or its Affiliates desire to market for sale all or substantially all of the Chalmette Refinery, including PBF Member’s Member Interest and associated Units in the Company, PBF Member will Selling Shareholder shall first provide written notice to Eni Member and Eni Member shall have the right to participate by including for sale all (but not less than all) of Eni Member’s Member Interest and associated Units in connection with the sale of PBF Member’s Member Interest and associated Units (a “Joint DivestitureSales Notice”)) to the Investor of the Selling Shareholder’s intent to sell such shares, which notice shall include the price per share and terms of payment. Within ninety Investor may require some or all of its Conversion Shares, Purchase Shares, Warrant Shares and any other Common Stock owned by the Investor (90collectively, the “Investor Shares”; and such shares as so required by the Investor to be sold pursuant to this Section, the “Tag Along Shares”) days following delivery of PBF Member’s notice, Eni Member also be sold in such transaction on the same terms and conditions as the Selling Shareholder is to receive. The Investor shall have the right exercise its rights to deliver a sell under this Section by giving written notice to PBF Member electing, or declining, to participate the Selling Shareholder within fifteen (15) Business Days after receiving the Sales Notice from the Selling Shareholder. If the purchaser in such Joint Divestiture. If Eni Member declines transaction is unwilling to participate increase the aggregate purchase price payable in such Joint Divestiture or fails transaction to respond pay for the Tag Along Shares that the Investor requires to PBF Member’s notice within such ninety (90) day periodbe sold, Eni Member the original aggregate purchase price shall be deemed allocated between the Selling Shareholder and the Investor pro rata based on the number of shares the Selling Shareholder elected to have irrevocably sell in his Sales Notice and unconditionally waived its right the number of Tag Along Shares that the Investor requires to participate in be sold. No Management Shareholder may accept any offer from a Joint Divestiture during third party without giving prior notice to such sale processthird party of the provisions of this Section. For purposes hereof, and PBF Member the Investor shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate include as Investor Shares any amount of Conversion Shares and Warrant Shares that may be acquired upon the sale of all or substantially all conversion of the Chalmette Refinery Convertible Note and its Member Interest and associated Units in the exercise of the Warrants, regardless of whether the Investor has actually converted such Convertible Note or exercised such Warrants or notified the Company without inclusion by Eni Member, provided that of its intention to do so at the transferee meets the Compliance Criteria. (b) If PBF Member is approached by a Third Party for a direct, private sale time of the Chalmette Refinery Sales Notice and its Member Interest and associated Units in regardless of whether the Company, the following provisions shall apply: (i) PBF Member shall provide notice to Eni Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have Investor has the right to participate in such sale and PBF Member shall ensure that exercise the Warrants at the time of the Sales Notice because the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the CompanyAnniversary Date has not yet then occurred, in accordance which case, Apollo shall permit the Investor’s exercise of the Warrants in an amount sufficient to allow the Investor to exercise its rights pursuant to this Section 3 with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party). (ii) In the event PBF Member and such Third Party fail to (x) execute definitive agreements agreeing respect to the sale of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the CompanyWarrant Shares. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. (a) In the event that PBF Member or its Affiliates desire event, Seller wishes to market for sale Transfer all or substantially all a portion of the Chalmette RefineryShares to a non-Affiliated third-party purchaser (a “Third-Party”), Seller shall provide Purchaser with a notice, via facsimile, describing the proposed sale to such Third-Party Purchaser, including PBF Member’s Member Interest the name of the Third-Party, the purchase price and associated Units in the Companyother material terms and conditions on which such Third-Party is willing to acquire the Shares (the “Sale Notice”), PBF Member will provide written notice to Eni Member and Eni Member Purchaser shall have the right to participate by including for sale all (right, but not less than all) the obligation, to require Seller to include a pro rata portion of Eni Member’s Member Interest shares of EMG beneficially owned by Purchaser in such sale, on the same terms and associated Units in connection with conditions as apply to the sale of PBF Member’s Member Interest and associated Units Shares to be sold by Seller, by delivering written notice (a “Joint DivestitureTag-Along Notice”) to Seller, via facsimile, within five (5) Business Days after receiving the Sale Notice, of its intent to exercise such right. The Tag-Along Notice shall specify the number of Initial Shares to be included in the proposed sale (the “Tag-Along Shares”). Within ninety (90) days following delivery of PBF Member’s noticeIf Purchaser has not timely delivered the Tag-Along Notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member Seller shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially to the Third-Party on the terms described in the Sale Notice. In the event that the Third-Party is not willing to purchase all of the Chalmette Refinery Shares offered by Seller and its Member Interest all of the Tag-Along Shares, each of Seller and associated Units Purchaser shall be entitled to include in such sale a pro rata portion of the Company without inclusion shares held or beneficially owned by Eni Member, provided that the transferee meets the Compliance Criteriait. (b) If PBF Member In the event Purchaser has timely delivered the Tag-Along Notice, if Seller is approached able to effect a sale of such shares which complies with Section 4.2(a) above, then Seller shall arrange for the consideration to be paid by a Third the Third-Party for a direct, private sale the shares to be sold by Purchaser to be transferred directly to Purchaser upon delivery by Purchaser of the Chalmette Refinery and appropriate documentation Transferring its Member Interest and associated Units interest in the Company, the following provisions shall apply: (i) PBF Member shall provide notice to Eni Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest Tag Along Shares. All costs and associated Units in the Company expenses incurred by Seller and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture Purchaser in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party). (ii) In the event PBF Member and such Third Party fail to (x) execute definitive agreements agreeing to the sale of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired borne by such Seller and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the CompanyPurchaser, respectively. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. (a) In 16.1 If the event that PBF Member or its Affiliates desire Management Controller wishes to market for sale transfer all or substantially part of the shares of HUS held by the Management Controller (hereinafter referred to as the “Shares Subject to Transfer” in this Article) to a third party (hereinafter referred to as the “Other Party” in this Article), the Management Controller shall notify the Investor in writing containing all of the Chalmette Refinerymatters set forth in each of the following items (hereinafter referred to as the “Explanation of the Transfer Conditions” in this Article), including PBF Member’s Member Interest and associated Units in at least forty (40) business days prior to the Companyscheduled date of payment of the transfer price of such shares, PBF Member will provide written notice to Eni Member and Eni Member shall have the right to participate by including for sale all (but not less than all) of Eni Member’s Member Interest and associated Units in connection after sufficient prior consultation with the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units in the Company without inclusion by Eni Member, provided that the transferee meets the Compliance Criteria. (b) If PBF Member is approached by a Third Party for a direct, private sale of the Chalmette Refinery and its Member Interest and associated Units in the Company, the following provisions shall applyInvestor: (i) PBF Member shall provide notice the Shares Subject to Eni Member Transfer are scheduled to be transferred, and the Other Party has a genuine intent to purchase the Shares Subject to Transfer; (ii) the total number of such approach, stating Shares Subject to Transfer to be transferred; (iii) the details transfer price per share; (iv) the name and address of the saleOther Party; (v) the scheduled payment date and method; and (vi) other material terms for the transfer. 16.2 In the case referred to in Article 16.1, including the consideration offered for PBF Member’s Member Interest and associated Units Investor may request the Management Controller that the Investor will participate in the Company and transfer under the related same terms and conditions as those stated in the Explanation of such salethe Transfer Conditions and to transfer all of the Shares held by the Investor to the Other Party to the transfer (hereinafter referred to as the “Request for Participation in Transfer”). Thereafter, Eni Member The Investor making a Request for Participation in Transfer shall notify PBF Member submit a notice (hereinafter referred to as the “Notice of Desire to Co-Sell”) within thirty (30) days of after receipt of such the notice whether Eni Member elects set forth in Article 16.1 to engage in a Joint Divestiture in connection with such directthe Management Controller, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure stating that the Third Party purchases simultaneously Investor wishes to transfer the Shares to the Other Party. 16.3 The Management Controller shall not consummate such transfer until the period set forth in Article 16.2 has elapsed. In addition, if the Request for Transfer in Participation is made, the Management Controller shall promptly negotiate with the purchase of PBF Member’s Member Interest Other Party and associated Units in take all necessary measures to transfer the Company all of Eni Member’s Member Interest and associated Units in Shares that the Company, Investor desires to transfer in accordance with the material Request for Participation in Transfer. If the Investor delivers a Notice of Desire to Co-Sell, the Management Controller shall not sell any Shares Subject to Transfer until a sale and purchase agreement is executed between the Investor and the Other Party under terms and conditions specified not less favorable than those stated in the written notice given by PBF Member to Eni Member. Following Explanation of the election by Eni Member Transfer Conditions. 16.4 HUS and the Management Controller shall promptly obtain the approval of its right to participate in such directthe Board of Directors, private salethe General Meeting of Shareholders or any other decision making body for the transfer of shares under this Article 16, if necessary, and shall take necessary measures relating to such transfer, including the Third Party declines entry of items to purchase Eni Member’s Member Interest and associated Units be entered in the Companyregister of shareholders, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell and the Chalmette Refinery, PBF Member Investor shall provide reasonably necessary cooperation. 16.5 This Article 16 shall not proceed with apply to the Transfer offering of its Member Interest and associated Units the shares of HUS made in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party). (ii) In the event PBF Member and such Third Party fail to (x) execute definitive agreements agreeing to the sale course of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Companycontemplated IPO. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) In the event that PBF Member or its Affiliates desire to market for sale all or substantially all Any of the Chalmette RefineryClass A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including PBF Member’s the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member Interest (the “Participation Interest”) and associated Units in the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, PBF Member will provide written notice to Eni Member and Eni each Class B Member shall have the right right, by notice in writing to participate the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by including such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for sale all (but not less than all) of Eni Member’s Member the Sharing Percentage attributable to the Class A Membership Interest and associated Units in connection with (ii) the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all resulting relative value of the Chalmette Refinery and its Member Interest and associated Units in Sharing Percentage attributable to the Company without inclusion by Eni Member, provided that the transferee meets the Compliance CriteriaClass B Membership Interest. (b) If PBF Member is approached At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by a Third Party for a direct, private sale the prospective Transferee in respect of the Chalmette Refinery and its Member Interest and associated Units such Membership Interests as described in the Company, the following provisions shall apply: last sentence of Section 13.8(a) (i) PBF Member shall provide notice to Eni Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, subject to Section 13.8(d)(ii) below). In connection with any such Third PartyTransfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers. (d) This Section 13.8(d) shall apply notwithstanding anything in Section 13.8(a) through (c) or Section 13.9 to the contrary. The rights and benefits of this Section 13.8 shall accrue to the Class C Members as if they were Class B Members for all purposes of this Section 13.8 only, provided, however, that (and Section 13.9 is deemed modified to the extent inconsistent with the following): (i) That fifty percent (50%) figure first described in Section 13.8(a) shall, for purposes of this Section 13.8(d)., instead be twenty-five percent (25%), provided, however, that such figure shall further be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 13.8 shall not apply for any Member with respect to any Transfer by a Class A Member to any Affiliate of such Class A Member; (ii) In the event PBF amount of Class B Membership Interest or Class C Membership Interest that may be Transferred by any Class B Member and such Third Party fail to (x) execute definitive agreements agreeing or Class C Member, as applicable to the sale purchasers in a proposed transfer described in Section 13.8(a) shall be that same proportion of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni all of such Class B Member’s election Class B Membership Interests or (y) consummate such agreement within one (1) year after Eni Class C Member’s electionClass C Membership Interests, thenas applicable, in each casethat the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, such election shall be deemed expired and with respect to a Class C Member, only to the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of extent the Chalmette Refinery and PBF Class C Member’s Member Interest and associated Units Class C Membership Interests are then vested or would become vested in the Company.such proposed transfer, taking into account all prior transfers of Class A Membership Interests); (iii) In notwithstanding anything in the event that the price last sentence of the sale is in kind or comprisesSection 13.8(a), in whole Section 13.9(d), or in part, non-cash considerationotherwise herein to the contrary, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member.all selling Members in a sale described in Section 13.8(a) or Section 13.9 shall be allocated among the Class A Membership Interests, Class B Membership Interests, and Class C Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) In case notwithstanding anything in Section 13.8(a) or (b), or Section 13.9, to the contrary, with respect to any transaction described therein, (A) no Class B Member or Class C Member shall be required to provide any representations or warranties in connection with any Class B Membership Interests or Class C Membership Interests to be sold or otherwise other than representations, warranties relating to (i) such Member’s valid title to and ownership of failure the Membership Interests being sold, free and clear of PBF all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such Member and/or is subject or by which its assets are bound as a result of such transaction, and (iv) the Third Party absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to comply be obtained or made by such Member in connection with the provisions in this Section 11.4, except such transaction (and then only to the extent that such Third Party subsequently becomes a Transferee the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in compliance clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B); no Class B Member or Class C Member shall have joint liability with Section 11.1 or Section 11.2respect to any other Member, provided, however, that in the case of clauses (A) and (B) above, the Transferee Class B Members and Class C Members shall not be recognized as Member bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class B Member or Class C Member, as applicable, to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warrantes made in respect of or regarding the Company. For , the avoidance Partnership or any of doubttheir Subsidiaries or any of such entities’ respective businesses or operations, Eni but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member shall as described in the foregoing proviso will not have a right to a Joint Divestiture independent from a sale of exceed the Chalmette Refinery total proceeds received by the Class C Member in accordance with the provisions of Section 11.4such transaction.

Tag Along. Subject to Section 14.7(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 14.7, as applicable. (a) In the event that PBF Member or its Affiliates desire to market for sale all or substantially all Any of the Chalmette RefineryClass A Members (each, an “Initiating Member”) desiring to Transfer more than twenty-five percent (25%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class C Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including PBF Member’s the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member Interest (the “Participation Interest”) and associated Units in the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated; provided, however, that within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class C Member and to the Company, PBF Member will provide written notice to Eni Member and Eni each Class C Member shall have the right right, by notice in writing to participate the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class C Membership Interest owned by including such Class C Member (each Class C Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class C Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class C Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for sale all (but not less than all) of Eni Member’s Member the Sharing Percentage attributable to the Class A Membership Interest and associated Units in connection with (ii) the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all resulting relative value of the Chalmette Refinery and its Member Interest and associated Units in Sharing Percentage attributable to the Company without inclusion by Eni Member, provided that the transferee meets the Compliance CriteriaClass C Membership Interest. (b) If PBF Member is approached At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by a Third Party for a direct, private sale the prospective Transferee in respect of the Chalmette Refinery and its Member Interest and associated Units such Membership Interests as described in the Company, the following provisions shall apply: last sentence of Section 14.7(a) (i) PBF Member shall provide notice to Eni Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, subject to Section 14.7(d)(ii) below). In connection with any such Third PartyTransfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 14.7 shall not apply to other Permitted Transfers. (d) This Section 14.7(d) shall apply notwithstanding anything in Section 14.7(a) through (c) or Section 14.8 to the contrary; provided, however, that (and Section 14.8 is deemed modified to the extent inconsistent with the following): (i) the twenty-five percent (25%) figure first described in Section 14.7(a) shall, for purposes of this Section 14.7(d)., be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 14.7 shall not apply for any Member with respect to any Transfer by a Class A Member to any Affiliate of such Class A Member; (ii) In the event PBF amount of Class C Membership Interest that may be Transferred by any Class C Member and such Third Party fail to (x) execute definitive agreements agreeing to the sale purchasers in a proposed transfer described in Section 14.7(a) shall be that same proportion of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni all of such Class C Member’s election or Class C Membership Interests that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (y) consummate such agreement within one (1) year after Eni but, only to the extent the Class C Member’s electionClass C Membership Interests are then vested or would become vested in such proposed transfer, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale taking into account all prior transfers of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company.Class A Membership Interests); (iii) In notwithstanding anything in the event that the price last sentence of the sale is in kind or comprisesSection 14.7(a), in whole Section 14.8(d), or in part, non-cash considerationotherwise herein to the contrary, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member.all selling Members in a sale described in Section 14.7(a) or Section 14.8 shall be allocated among the Class A Membership Interests and Class C Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) In case notwithstanding anything in Section 14.7(a) or (b), or Section 14.8, to the contrary, with respect to any transaction described therein, (A) no Class C Member shall be required to provide any representations or warranties in connection with any Class C Membership Interests to be sold or otherwise other than representations, warranties relating to (i) such Member’s valid title to and ownership of failure the Membership Interests being sold, free and clear of PBF all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such Member and/or is subject or by which its assets are bound as a result of such transaction, and (iv) the Third Party absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to comply be obtained or made by such Member in connection with the provisions in this Section 11.4, except such transaction (and then only to the extent that such Third Party subsequently becomes a Transferee the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in compliance clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B); no Class C Member shall have joint liability with Section 11.1 or Section 11.2respect to any other Member, provided, however, that in the case of clauses (A) and (B) above, the Transferee Class C Members shall not be recognized as Member bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class C Member to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warranties made in respect of or regarding the Company. For , the avoidance Partnership or any of doubttheir Subsidiaries or any of such entities’ respective businesses or operations, Eni but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member shall as described in the foregoing proviso will not have a right to a Joint Divestiture independent from a sale of exceed the Chalmette Refinery total proceeds received by the Class C Member in accordance with the provisions of Section 11.4such transaction.

Tag Along. No holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party (other than an Affiliate of a Class A Member) without complying with the terms and conditions set forth in this Section 14.7, as applicable. (a) In the event that PBF Member or its Affiliates desire to market for sale all or substantially all Any of the Chalmette RefineryClass A Members (each, an “Initiating Member”) desiring to Transfer more than twenty-five percent (25%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class C Member and Class D Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including PBF Member’s the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member Interest (the “Participation Interest”) and associated Units in the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated; provided, however, that within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class C Member and Class D Member and to the Company, PBF Member will provide written notice to Eni each Class C Member and Eni Class D Member shall have the right right, by notice in writing to participate the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Membership Interest owned by including such Class C Member or Class D Member (each Class C Member and Class D Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for sale all (but not less than all) of Eni Member’s Member the Sharing Percentage attributable to the Class A Membership Interest and associated Units in connection with (ii) the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all resulting relative value of the Chalmette Refinery and its Member Interest and associated Units in Sharing Percentage attributable to the Company without inclusion by Eni Member, provided that the transferee meets the Compliance CriteriaMembership Interest. (b) If PBF Member is approached At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by a Third Party for a direct, private sale the prospective Transferee in respect of the Chalmette Refinery and its Member Interest and associated Units such Membership Interests as described in the Company, the following provisions shall apply: last sentence of Section 14.7(a) (i) PBF Member shall provide notice to Eni Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, subject to Section 14.7(d)(ii) below). In connection with any such Third PartyTransfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) [RESERVED]. (d) This Section 14.7(d) shall apply notwithstanding anything in Section 14.7(a) through (c) or Section 14.8 to the contrary; provided, however, that (and Section 14.8 is deemed modified to the extent inconsistent with the following): (i) the twenty-five percent (25%) figure first described in Section 14.7(a) shall, for purposes of this Section 14.7(d)., be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 14.7 shall not apply for any Member with respect to any Transfer by a Class A Member to any Affiliate of such Class A Member; (ii) In the event PBF amount of Class C Membership Interest or Class D Membership Interest that may be Transferred by any Class C Member and such Third Party fail to (x) execute definitive agreements agreeing or Class D Member, as applicable, to the sale purchasers in a proposed transfer described in Section 14.7(a) shall be that same proportion of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni all of such Member’s election or Membership Interests that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (y) consummate such agreement within one (1) year after Eni but, with respect to a Class C Member, only to the extent the Class C Member’s electionClass C Membership Interests are then vested or would become vested in such proposed transfer, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale taking into account all prior transfers of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company.Class A Membership Interests); (iii) In notwithstanding anything in the event that the price last sentence of the sale is in kind or comprisesSection 14.7(a), in whole Section 14.8(d), or in part, non-cash considerationotherwise herein to the contrary, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member.all selling Members in a sale described in Section 14.7(a) or Section 14.8 shall be allocated among the Class A Membership Interests, Class C Membership Interests and Class D Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) In case notwithstanding anything in Section 14.7(a) or (b), or Section 14.8, to the contrary, with respect to any transaction described therein, (A) no Class C Member or Class D Member shall be required to provide any representations or warranties in connection with any Class C Membership Interests or Class D Membership Interests to be sold or otherwise other than representations, warranties relating to (i) such Member’s valid title to and ownership of failure the Membership Interests being sold, free and clear of PBF all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such Member and/or is subject or by which its assets are bound as a result of such transaction, and (iv) the Third Party absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to comply be obtained or made by such Member in connection with the provisions in this Section 11.4, except such transaction (and then only to the extent that such Third Party subsequently becomes a Transferee the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in compliance clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B) no Class C Member or Class D Member shall have joint liability with Section 11.1 or Section 11.2respect to any other Member; provided, however, that in the case of clauses (A) and (B) above, the Transferee Class C Members and the Class D Member shall not be recognized as Member bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class C Member or the Class D Member, as applicable, to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warranties made in respect of or regarding the Company. For , the avoidance Partnership or any of doubttheir Subsidiaries or any of such entities’ respective businesses or operations, Eni but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member shall or Class D Member as described in the foregoing proviso will not have a right to a Joint Divestiture independent from a sale of exceed the Chalmette Refinery total proceeds received by the Class C Member or Class D Member, as applicable, in accordance with the provisions of Section 11.4such transaction.

Tag Along. (aUpon the Managing Member receiving an offer acceptable to the Managing Member to sell Managing Member Transfer Interests to Bona Fide Purchaser, the Managing Member shall provide REIT Member and, if the Managing Member has not exercised the Drag-Along Right with respect to any Transfer described in Section 20(c)(iii) In the event that PBF above, each Non-Managing Member or its Affiliates desire to market for sale all or substantially all of the Chalmette Refinery, including PBF Member’s Member Interest and associated Units in the Company, PBF Member will provide with written notice of its intent to Eni effect such Transfer, and REIT Member and Eni and, as applicable, each such Non-Managing Member shall have the right (the “Tag- Along Right”), exercisable by the delivery of written notice during the ten (10) day period (the “Tag-Along Option Period”) immediately following the date that such notice from the Managing Member is received by REIT Member and, as applicable, such Non-Managing Member, to participate by including for sale all (but not less than all) of Eni require the Bona Fide Purchaser to purchase REIT Member’s Member Interest and associated Units in connection with the sale of PBF or, as applicable, such Non-Managing Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery share of PBF REIT Member’s noticeor, Eni Member shall have the right to deliver a written notice to PBF Member electingas applicable, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Non-Managing Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units interests in the Company without inclusion by Eni (such share of REIT Member’s or, provided that as applicable, the transferee meets Non- Managing Member’s interests, its “Tag Interests” and, together with the Compliance Criteria. (bDrag Interests, collectively and generally, “Drag/Tag Interests”) If PBF Member is approached by a Third Party for a direct, private sale proportionate to the share of the Chalmette Refinery and its Member Interest and associated Units Managing Member’s interests in the CompanyCompany represented by the Managing Member Transfer Interests, in addition to the following provisions shall apply: Managing Member Transfer Interests. If (i) PBF REIT Member shall provide notice or any Non-Managing Member fails to Eni exercise the Tag-Along Right during the Tag-Along Option Period, or (ii) REIT Member of such approach, stating the details of the sale, including the consideration offered for PBF Member’s Member Interest and associated Units in the Company and the related terms and conditions of such sale. Thereafter, Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni and/or any Non-Managing Member notifies PBF the Managing Member within in writing, during the Tag Along Option Period, that REIT Member or such thirty (30) day time period that Eni Member elects to participate in such directNon-Managing Member, private saleas applicable will not exercise the Tag-Along Right, then Eni the Managing Member shall have may sell the right Managing Member Transfer Interests to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase Bona Fide Purchaser free of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF REIT Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Non- Managing Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (includingTag-Along Right, for the avoidance of doubt, to such Third Party)as applicable. (ii) In the event PBF Member and such Third Party fail to (x) execute definitive agreements agreeing to the sale of the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. (a) 3.1.1 In the event that PBF Member of a Transfer (or its a series of related Transfers) by any one or more Stockholders (together with their Affiliates desire to market for sale all or substantially all Related Funds) of shares of Common Stock representing more than 20% of the Chalmette Refinery, including PBF Member’s Member Interest and associated Units in the Company, PBF Member will provide written notice to Eni Member and Eni Member shall have the right to participate by including for sale all then outstanding shares of Common Stock (but not less than allunless such Transfer(s) of Eni Member’s Member Interest and associated Units also constitutes or is in connection with an Approved Sale, in which case the sale terms of PBF Member’s Member Interest and associated Units Section 3.2 shall exclusively govern such Transfer(s)) (any such Transfer, a “Joint DivestitureTag Along Sale”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, each Significant Interest Holder and Management Stockholder may elect to participate in such Joint DivestitureTag Along Sale on the same terms and conditions applicable to the Stockholder(s) effecting such Tag Along Sale (the “Selling Stockholders”) by giving written notice of such election to the Selling Stockholders within fifteen (15) days after receiving notice from the Selling Stockholders of the proposed Tag Along Sale (such Significant Interest Holders and Management Stockholders delivering such notice, collectively, the “Electing Stockholders”). If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member Each Electing Stockholder shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units sell in the Company without inclusion contemplated Tag Along Sale up to a number of shares of Common Stock equal to the product of (a) the number of shares of Common Stock to be sold in the contemplated Tag Along Sale multiplied by Eni Member, provided that the transferee meets the Compliance Criteria. (b) If PBF Member is approached by a Third Party for a directfraction, private sale of the Chalmette Refinery and its Member Interest and associated Units in the Company, the following provisions shall apply: (i) PBF Member shall provide notice to Eni Member the numerator of which is the number of shares of Common Stock held by such approach, stating Electing Stockholder and (ii) the details denominator of which is the sale, including total number of outstanding shares of Common Stock held by the consideration offered for PBF Member’s Member Plan Sponsor and all Significant Interest and associated Units Holders (in the Company case of each of (a) and the related terms and conditions of such sale. Thereafter(b), Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the right to participate in such sale and PBF Member shall ensure that the Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, in accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, any shares of Common Stock that were issued upon exercise of any Plan Warrant but excluding any Unvested Shares). Each Electing Stockholder shall be entitled to receive the same form and amount of consideration per share of Common Stock elected to be sold in the contemplated Tag Along Sale as such being paid to the Selling Stockholder in connection with such Tag Along Sale. 3.1.2 With respect to any Tag Along Sale, each Selling Stockholder shall use commercially reasonable efforts to obtain the agreement of the Transferee to the participation of the Electing Stockholders in such contemplated Tag Along Sale, and no Selling Stockholder shall Transfer any of its shares of Common Stock to any prospective Transferee pursuant to such Third Party)Tag Along Sale if such prospective Transferee(s) declines to allow the participation of the Electing Stockholders on the terms provided herein, unless in connection with such Tag Along Sale, one or more of the Selling Stockholders or their Affiliates purchase the number of shares of Common Stock from each Electing Stockholder which such Electing Stockholder would have been entitled to sell pursuant to Section 3.1.1 at the same price and on the same terms and conditions on which such shares of Common Stock would have been sold to the Transferee(s) pursuant to this Section 3.1.2. 3.1.3 Each Electing Stockholder Transferring shares of Common Stock pursuant to a Tag Along Sale shall pay its share (determined on a pro rata basis) of the expenses incurred by the Selling Stockholders in connection with such Transfer and each Electing Stockholder shall be obligated to join in any indemnification or other obligation the Selling Stockholders have agreed to in connection with such Tag Along Sale (including any such obligations that relate specifically to a particular Stockholder, such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of shares of Common Stock); provided that (a) any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Electing Stockholders and Selling Stockholders and (b) the Selling Stockholders and the Electing Stockholders shall share on a several (and not joint) pro rata basis in indemnification liabilities related to such Tag Along Sale (other than liabilities (if any) related solely to a particular Selling Stockholder or Electing Stockholder, which will be borne entirely by such Selling Stockholder or Electing Stockholder); provided further that in no event shall (i) an Electing Stockholder’s indemnification obligation exceed the net proceeds received by such Electing Stockholder in connection with such Tag-Along Sale or (ii) In the event PBF Member and an Electing Stockholder be required to agree to any non-competition or non-solicitation covenant in connection with such Third Party fail to (x) execute definitive agreements agreeing Tag-Along Sale. Subject to the sale foregoing, the Selling Stockholders and each Electing Stockholder shall enter into any reasonable indemnification or contribution or other agreement reasonably requested by the Selling Stockholders to ensure compliance with this Section 3.1.3. 3.1.4 If the Significant Interest Holders have not elected to participate in the contemplated Tag Along Sale (through notice to such effect or expiration of the Chalmette Refinery 15-day period referred to in Section 3.1.1 without providing written notice of election to participate within such period), then the Selling Stockholders may Transfer the shares of Common Stock specified in the notice of the Tag Along Sale provided pursuant to Section 3.1.1 at a price not more than the price, and the Joint Divestiture in accordance with the material on other terms and conditions set out in not materially more favorable to the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, thenSelling Stockholders, in each case, than those specified in such election notice during the 120-day period beginning on the expiration of such 15-day period. Any of the shares of Common Stock not Transferred during such 120-day period shall be deemed expired and subject to the procedure in provisions of this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company3.1 upon a subsequent Tag-Along Sale. (iii) In 3.1.5 The provisions of this Section 3.1 will no longer apply to Transfers by the Plan Sponsor or its Affiliates or Related Funds in the event that the price Plan Sponsor, collectively with its Affiliates and Related Funds, holds in the aggregate less than 26% of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member issued and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Memberoutstanding Common Stock. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.