AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 27, 2022 BY AND AMONG PBF ENERGY INC., PBF ENERGY COMPANY LLC, RIVERLANDS MERGER SUB LLC, PBFX HOLDINGS INC. PBF LOGISTICS LP AND PBF LOGISTICS GP LLCAgreement and Plan of Merger • July 28th, 2022 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 27, 2022 (the “Execution Date”), is by and among PBF Energy Inc., a Delaware corporation (“Parent”), PBF Energy Company LLC, a Delaware limited liability company and Subsidiary of Parent (“PBF LLC”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of PBF LLC (“Merger Sub”), PBFX Holdings Inc., a Delaware corporation and wholly owned Subsidiary of PBF LLC (“HoldCo”), PBF Logistics LP, a Delaware limited partnership (“Partnership”), and PBF Logistics GP LLC, a Delaware limited liability company and the general partner of Partnership (“Partnership GP”). Certain capitalized terms used in this Agreement are defined in Article I.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 28th, 2022 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This VOTING AND SUPPORT AGREEMENT, dated effective as of July 27, 2022 (this “Agreement”), is by and among PBF Energy Inc., a Delaware corporation (“Parent”), PBF Energy Company LLC, a Delaware limited liability company and Subsidiary of Parent (“PBF LLC” and, together with Parent, the “Parent Entities”), and PBF Logistics LP, a Delaware limited partnership (“Partnership”).
