Project Riverlands Counteroffer Overview

Counteroffer Overview 1 Today's Close 5-Day 30-Day Undisturbed Price (1) 30-Day VWAP to (7/19/2022) VWAP VWAP 6/23/2022 Initial Offer Price (2) PBF Share Price $28.29 $27.24 $33.59 $30.81 $35.42 PBFX Unit Price $16.32 $16.32 $15.49 $13.35 $15.64 Exchange Ratio 0.5769x 0.5989x 0.4611x 0.4333x 0.4416x Cash $7.82 $7.82 $7.82 $7.82 $7.82 Exchange Ratio 0.2210x 0.2210x 0.2210x 0.2210x 0.2210x PBF Shares ($) $6.25 $6.02 $7.42 $6.81 $7.83 Total Offer $14.07 $13.84 $15.24 $14.63 $15.65 Total Cash Consideration ($ in mm) $256.3 $256.3 $256.3 $256.3 $256.3 Total Share Consideration ($ in mm) $204.9 $197.3 $243.4 $223.2 $256.6 Total Shares Issued (mm) 7.2 7.2 7.2 7.2 7.2 Premium / (Discount) to Current (13.8%) (15.2%) (6.6%) (10.4%) (4.1%) Premium / (Discount) to Undisturbed (11.3%) (12.7%) (3.9%) (7.8%) (1.3%) Premium / (Discount) to 52-Week High (19.6%) (21.0%) (12.9%) (16.5%) (10.6%) Implied Exchange Ratio 0.4974x 0.5081x 0.4538x 0.4748x 0.4418x Cash $9.25 $9.25 $9.25 $9.25 $9.25 Exchange Ratio 0.2700x 0.2700x 0.2700x 0.2700x 0.2700x PBF Shares ($) $7.64 $7.36 $9.07 $8.32 $9.56 Total Offer $16.89 $16.61 $18.32 $17.57 $18.81 Total Cash Consideration ($ in mm) $303.2 $303.2 $303.2 $303.2 $303.2 Total Share Consideration ($ in mm) $250.4 $241.1 $297.3 $272.7 $313.5 Total Shares Issued (mm) 8.9 8.9 8.9 8.9 8.9 Premium / (Discount) to Current 3.5% 1.7% 12.3% 7.7% 15.3% Premium / (Discount) to Undisturbed 6.5% 4.7% 15.5% 10.8% 18.6% Premium / (Discount) to 52-Week High (3.6%) (5.2%) 4.6% 0.3% 7.4% Implied Exchange Ratio 0.5970x 0.6095x 0.5454x 0.5702x 0.5312x Source: Factset as of 7/19/2022. Note: VWAPs calculated based on trading days. Counteroffer Analysis 1. 2. Reflects closing price the day prior to latest 13-D filing. Per initial offer sent 6/28/2022. Counteroffer Detail Initial Offer Counteroffer On July 19, 2022, the Conflicts Committee of PBF Logistic GP LLC responded to the initial proposal submitted on June 28, 2022 with a counteroffer consisting of: $9.25 in cash; and 0.2700 PBF shares for each issued and outstanding public unit of PBFX The proposed counteroffer implies a total per share consideration of $16.89, representing a 3.5% premium to current PBFX unit price as of 7/19/2022 and an implied exchange ratio of 0.5970x Counteroffer delivered telephonically to Barclays by Intrepid

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