Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.

Restrictions on Transfer. Except This Warrant may be transferred, in whole or in part, subject to the following restrictions. Neither this Warrant nor the Registrable Securities received upon exercise of this Warrant shall be transferable unless registered under the Securities Act or unless an exemption from registration is available. Unless and until this Warrant or the Registrable Securities are so registered, such securities and any certificate thereof shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, stating that the Warrant or Registrable Securities, as the case may be, may not be sold, transferred or otherwise provided disposed of unless, in this Agreementthe opinion of counsel satisfactory to the Company, which may be counsel to the Company, the Participant Warrant, or Registrable Securities may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any be transferred without such disposition or encumbrance being referred to herein as a “Transfer”)registration. Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void This Warrant and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not Registrable Securities may also be subject to salerestrictions on transferability under applicable state securities or blue sky laws. Unless and until this Warrant or Registrable Securities, executionas the case may be, pledgeare registered under the Securities Act, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock securities shall, if requested by virtue the Company, provide to the Company an opinion of counsel reasonably satisfactory to the Company, to the effect that (i) the Warrant or Registrable Securities, as the case may be, may be transferred without such registration and (ii) the transfer will not violate any attempted executionapplicable state securities or blue sky laws. Any transfer of this Warrant permitted hereunder shall be made by surrender of this Warrant to the Company with the form of assignment annexed hereto properly completed and duly executed and accompanied by (x) any necessary documentation required hereunder and (y) funds sufficient to pay any transfer taxes applicable. Upon satisfaction of all transfer conditions, attachment or other process until the restrictions imposed herein on Company, without charge, shall execute and deliver a new Warrant in the Transfer name of the shares of Restricted Stock shall lapse as provided transferee named in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4such transfer form, the Shares and this Warrant promptly shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCcanceled.

Restrictions on Transfer. Except as otherwise provided in The Holder of this AgreementWarrant, by acceptance thereof; agrees that, absent an effective registration statement, under the Participant may Securities Act of 1933 (the “Act”), covering the disposition of this Warrant or the Common Stock issued or issuable upon exercise hereof, such Holder will not sell, transfer, assign, pledge, encumber sell or otherwise dispose transfer any or all of any this Warrant or such Common Stock without first providing the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the shares of Restricted Act. The certificates evidencing the Warrant and Common Stock or the rights granted hereunder (any which will be delivered to such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Holder by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to bear substantially the following restrictive legend: THE TRANSFERABILITY SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER. PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES SECURITIES EVIDENCED HEREBY OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE ACCOMPLISHED IN THE ABSENCE OF STOCK REPRESENTED HEREBY ARE SUBJECT AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY HOLDER OF THE PLAN SECURITIES (UNLESS THE COMPANY DETERMINES IN ITS SOLE DISCRETION TO USE ITS OWN COUNSEL), WITH ANY SUCH COUNSEL AND AWARD AGREEMENT ARE ON FILE IN OPINION OF COUNSEL TO BE REASONABLY ACCEPTABLE TO THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSISSUER, INCTO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Each Holder of this Warrant, at the time all or a portion of such Warrant is exercised, agrees to make such written representations to the Company as counsel for the Company may reasonably request, in order that the Company may be reasonably satisfied that such exercise of the Warrant and consequent issuance of Common Stock will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.

Restrictions on Transfer. Except A. The Purchaser hereby makes the investment representations listed on Exhibit A to the Company as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares date of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein this Agreement and as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares date of Restricted Stock shall be null the Closing, and void agrees that such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing the Shares. Purchaser understands and agrees that the Company shall not recognize cause the legends set forth below, or give effect substantially equivalent legends, to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise placed upon any rights certificate(s) evidencing ownership of the Participant as Shares, together with any other legends that may be required by the holder of such Restricted Stock Company or by virtue of any attempted execution, attachment applicable state or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legendfederal securities laws: THE TRANSFERABILITY SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERISSUER OR ITS ASSIGNEE(S) CONTAINED AS SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD RESTRICTED STOCK PURCHASE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER ISSUER AND THE ORIGINAL HOLDER OF SUCH SHARES AND PAR PACIFIC HOLDINGSTHESE SHARES, INC. A COPY OF WHICH MAY BE OBTAINED AT THE PLAN PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND AWARD AGREEMENT REPURCHASE OPTION ARE BINDING ON FILE IN THE CORPORATE OFFICES TRANSFEREES OF PAR PACIFIC HOLDINGS, INCTHESE SHARES.

Restrictions on Transfer. Except Upon original issuance by the Company and the Guarantors, and until such time as otherwise provided in this Agreementthe same is no longer required under the applicable requirements of the Securities Act, the Participant may not sellSecurities (and all securities issued in exchange therefor or in substitution thereof, transferother than the Exchange Securities) shall bear the following legend: “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, assignAS AMENDED (THE “SECURITIES ACT”), pledgeAND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, encumber or otherwise dispose of any SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(a) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (ii) TO THE ISSUER, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.” Following the sale of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Securities by the Participant of any of Initial Purchasers to Subsequent Purchasers pursuant to the shares of Restricted Stock shall be null and void and terms hereof, the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Initial Purchasers shall not be subject liable or responsible to salethe Company and the Guarantors for any losses, executiondamages or liabilities suffered or incurred by the Company or the Guarantors, pledgeincluding any losses, attachmentdamages or liabilities under the Securities Act, encumbrance arising from or other process and no person shall be entitled relating to exercise any rights of the Participant as the holder of such Restricted Stock by virtue resale or transfer of any attempted execution, attachment Security by a Subsequent Purchaser or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCa subsequent transferee.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that ------------------------ stop transfer instructions with respect to the shares of Restricted Parent Common Stock received by the undersigned pursuant to the Merger will be given to Parent's Transfer Agent and that there will be placed on the certificates for such shares, or the rights granted hereunder (any such disposition or encumbrance being referred shares issued in substitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to herein a business combination which is accounted for as a “Transfer”)"pooling of interests" and may not be sold, nor may the owner thereof reduce the owner's risks relative thereto in any way, until such time as Premiere Technologies, Inc. ("Parent") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. Any Transfer In addition, the shares represented by this certificate may not be sold, transferred or purported Transfer otherwise disposed of except or unless (1) covered by an effective registration statement under the Participant Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of --- Parent) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Parent) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for Parent that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing Parent securities issued subsequent to the original issuance of the Parent Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the Parent Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, Parent shall cause the certificates representing the shares of Restricted Parent Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect reissued free of any legend relating to such Transfer restrictions on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock transfer by virtue of any attempted executionASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, attachment if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Parent Common Stock received by the undersigned pursuant to the Merger, or other process until at the restrictions imposed herein on expiration of the Transfer restrictive period set forth in Rule 145(d), Parent, upon the request of the undersigned, will cause the certificates representing the shares of Restricted Parent Common Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject issued to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERundersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCupon receipt by Parent of an opinion of its counsel to the effect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided (a) Each certificate representing (i) the Series A Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in this Agreementrespect of the securities referenced in clauses (i) and (ii), the Participant may not sellupon any stock split, transferstock dividend, assignrecapitalization, pledgemerger, encumber consolidation, or similar event, shall be stamped or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as imprinted with a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided legend in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legendform: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS (COLLECTIVELY, THE "ACTS"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER ALL APPLICABLE ACTS OR UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE ISSUER IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER ALL APPLICABLE ACTS. THE SALE OR OTHER DISPOSITION OF ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN INVESTOR RIGHTS AGREEMENT, AS AMENDED FROM TIME TO TIME, AMONG CERTAIN OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS SHAREHOLDERS OF THE COMPANY AND CONDITIONS THE COMPANY (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC"INVESTOR RIGHTS AGREEMENT"). A COPY OF THE PLAN AND AWARD INVESTOR RIGHTS AGREEMENT ARE ON FILE IN IS AVAILABLE FOR INSPECTION DURING NORMAL BUSINESS HOURS AT THE CORPORATE OFFICES PRINCIPAL EXECUTIVE OFFICE OF PAR PACIFIC HOLDINGS, INCTHE COMPANY. The first such legend shall be removed upon the request of a Holder at such time as the securities bearing such legend are eligible for resale under Rule 144(k). The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.9.

Restrictions on Transfer. Except for (a) Transfers following the day that is one hundred eighty (180) days (or such shorter or longer period as otherwise provided agreed upon by the underwriters and the Company to be appropriate) after the consummation of the IPO; (b) Transfers effected by the Executive Stockholders pursuant to the exercise of Bring-Along Rights by the Carlyle Stockholders pursuant to Section 4 below; (c) Transfers effected pursuant to the Proxy and Tag-Along Agreements; (d) Transfers effected pursuant to Section 6 below, and (e) any Permitted Transfer (as defined in this AgreementSection 5), no Individual Stockholder shall Transfer any Securities without the Participant may prior written approval of the Company. Each Individual Stockholder further agrees that in connection with any Permitted Transfer, such Individual Stockholder shall, if requested by the Company, deliver to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company and counsel for the Company, to the effect that such Transfer is not sellin violation of the Securities Act of 1933, transferas amended, assignand the rules and regulations promulgated thereunder (the “Securities Act”), pledge, encumber or otherwise dispose the securities laws of any state. Any purported Transfer in violation of the shares provisions of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock this Section 2 shall be null and void and shall have no force or effect. It shall be a condition to any Permitted Transfer and (unless waived by the Company) any Transfer by any Individual Stockholder approved by the Company, that the transferee shall (i) agree to become a Party to this Agreement as a “Management Stockholder” or an “Other Stockholder”, as the case may be, (ii) execute a signature page in the form attached as Exhibit A hereto acknowledging that such transferee agrees to be bound by the terms hereof and (iii) if such transferee is a natural person and a resident of a state with a community or marital property system, cause such transferee’s spouse to execute a spousal waiver in the form attached as Exhibit B. Notwithstanding anything to the contrary in this Agreement, the Company agrees that any Management Stockholder may pledge or otherwise use Company Common Stock, vested Company Restricted Common Stock or Company Non-Voting Common Stock to secure financing from a lender (a “Lender”) in connection with payment of the exercise price with respect to any Company Option or the payment of any withholding or other taxes due in connection with any Security issued under the Equity Incentive Plan, Company Rollover Stock Plan or any similar equity-based plan approved by the Board; provided, however, that the Lender shall not recognize be acceptable to the Company and the terms of any such pledge or give effect to such Transfer on its books and records other financing shall (i) provide that the Lender or recognize the person any Person (a “Foreclosure Transferee”) to whom ownership of the pledged Company Common Stock or Company Non-Voting Common Stock is transferred upon default, foreclosure or like events (the “Foreclosed Securities”) shall upon taking ownership of any such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not Foreclosed Securities become a party to this Agreement and be subject to salethe terms and provisions of the Company Rollover Stock Plan, execution, pledge, attachment, encumbrance the Equity Incentive Plan or other process and no person shall be entitled to exercise any rights equity incentive plan of the Participant Company, as applicable, and any award agreement to which the holder Foreclosed Securities transferred to the Foreclosure Transferee were subject immediately prior to such Transfer; (ii) provide that upon and following any such transfer of such Restricted Stock by virtue ownership of any attempted executionsuch Foreclosed Securities the Company may, attachment without any action or other process until consent of the restrictions imposed herein Lender or any holder or owner thereof, convert any Company Common Stock to Company Non-Voting Common Stock, (iii) in addition to any right to repurchase the Foreclosed Securities pursuant to the Company Rollover Stock Plan or Section 8, provide the Company with the right to repurchase the Foreclosed Securities at their Fair Market Value during the period beginning on the Transfer date the Company becomes aware of the shares transfer of Restricted Stock shall lapse as provided in Section 4 hereofthe Foreclosed Securities and ending on the date nine (9) months thereafter and (iv) be otherwise reasonably acceptable to the Company. Until the Shares represented hereby vest in accordance with Section 4, the Shares Any such repurchase shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsame notice and delay provisions as shares purchased on Termination of Service pursuant to Section 8.

Restrictions on Transfer. Except as otherwise provided in The Holder of this AgreementWarrant, by acceptance thereof; agrees that, absent an effective registration statement, under the Participant may Securities Act of 1933 (the “Act”), covering the disposition of this Warrant or the Common Stock issued or issuable upon exercise hereof, such Holder will not sell, transfer, assign, pledge, encumber sell or otherwise dispose transfer any or all of any this Warrant or such Common Stock without first providing the Company’s transfer agent with an opinion of Company counsel to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the shares of Restricted Act. The certificates evidencing the Warrant and Common Stock or the rights granted hereunder (any which will be delivered to such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Holder by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to bear substantially the following restrictive legend: THE TRANSFERABILITY SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER. PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE ACCOMPLISHED IN THE PAR PACIFIC HOLDINGSABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL SATISFACTORY TO CORRUVEN, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF THAT SUCH SHARES AND PAR PACIFIC HOLDINGSREGISTRATION IS NOT REQUIRED. Each Holder of this Warrant, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSat the time all or a portion of such Warrant is exercised, INCagrees to make such written representations to the Company as the Company may request, in order that the Company may be satisfied that such exercise of the Warrant and consequent issuance of Common Stock will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.

Restrictions on Transfer. Except Until and unless this Agreement has been terminated, each of the Stockholders shall not, except as otherwise provided expressly permitted in this Agreement, the Participant may not (a) sell, transfer, assignexchange, pledge, encumber or otherwise transfer or dispose of, any of its shares of Fairchild Common Stock (which for avoidance of doubt shall include any option to purchase shares of capital stock of Fairchild exercisable for shares of Fairchild Common Stock pursuant to the terms of the option), or any interest therein, (b) deposit its shares of Fairchild Common Stock into a voting trust or enter into a voting agreement or arrangement with respect to such shares of Fairchild Common Stock or grant any proxy with respect thereto or (c) enter into any agreement, arrangement, understanding or undertaking to do any of the foregoing. Notwithstanding the foregoing, each of the Stockholders may during the term of this Agreement (i) assign, sell or otherwise transfer any of its shares of Restricted Fairchild Common Stock to a constituent partner or member of such Stockholder which is a partnership or limited liability company, or to an Affiliate of such Stockholder which is a corporation, partnership or limited liability company, provided that such transferee, upon receipt of such shares of Fairchild Common Stock shall thereupon be bound by this Agreement to the rights granted hereunder same extent as such Stockholder and (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of ii) sell any of the its shares of Restricted Fairchild Common Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4the volume and manner restrictions set forth in Rule 144 of the Securities Act, provided that such Stockholder may not sell any of its shares of Fairchild Common Stock pursuant to subdivision (k) of Rule 144, even if such shares of Fairchild Common Stock would otherwise be eligible for sale under such subdivision at the Shares time of such sale, provided that such transferee, upon receipt of such shares of Fairchild Common Stock shall thereupon be subject bound by this Agreement to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsame extent as such Stockholder.

Restrictions on Transfer. Except as otherwise provided in this Agreement(a) The Company shall have the right of first refusal to repurchase any shares offered for sale by the Grantee, his executor, administrator, or beneficiaries, which shares were issued to the Grantee pursuant to one or more Options granted to the Grantee. Such offer shall be communicated to the Company by written notice, stipulating the terms and conditions of such offer therein, forwarded by registered or certified mail. The Company shall exercise its right to repurchase (or to designate a third party to repurchase) by giving written notice thereof by registered or certified mail to the Grantee, his executor, administrator or beneficiaries no later than 30 days after the date of the receipt of the offer. Within 30 days after receipt of such notice, the Participant may not sellGrantee, transferhis executor, assign, pledge, encumber administrator or otherwise dispose of any of beneficiaries shall deliver a certificate or certificates for the shares of Restricted Stock or being sold, together with appropriate duly signed stock powers transferring such shares to the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void Company, and the Company shall not recognize deliver to the Grantee, his executor, administrator or give effect to beneficiaries the Company's check in the amount of the purchase price for the shares being sold. In the event that such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock offer shall not be subject to sale, execution, pledge, attachment, encumbrance accepted by written notice forwarded by registered or other process and certified mail no person shall be entitled to exercise any rights later than 30 days after the date of the Participant as receipt of the holder of such Restricted Stock by virtue of any attempted executionoffer, attachment the Grantee, his executor, administrator or other process until the restrictions imposed herein on the Transfer beneficiaries may dispose of the shares offered to any person, firm or corporation, without restriction, except that the subsequent transfer of Restricted Stock such shares shall lapse as provided in Section 4 hereofnot be on terms more favorable to the transferee than the terms upon which the shares were originally offered to the Company. Until If, within 60 days after the Shares represented hereby vest expiration of the 30 day period of any offer made hereunder, the Grantee, his executor, administrator, or beneficiaries offering to sell any shares issued hereunder, shall fail to consummate a sale thereof to any other purchaser, then no sale of such shares may be made thereafter without again reoffering the same to the Company in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCprovisions of this subparagraph.

Restrictions on Transfer. Except as otherwise provided (a) Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.25(a) to bear the legend set forth in this AgreementSection 2.25(a) (together with any Company Common Shares issued upon exchange of the Notes, collectively, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of “Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “TransferSecurities”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares ) shall be subject to the restrictions on transfer set forth in this Section 2.25(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Issuer, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.25(a), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales of Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following restrictive legendform, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED (THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS“SECURITIES ACT”), TERMS OR ANY STATE SECURITIES LAWS, AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE PAR PACIFIC HOLDINGSFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.HOLDER:

Restrictions on Transfer. Except as otherwise provided permitted in this Agreement, during the Participant may twelve month period ending on the first anniversary of the date hereof, PXP will not, and shall cause its Affiliates not sellto, transfer, sell, assign, pledge, encumber pledge or otherwise dispose of any of the shares of Restricted Stock dispose, directly or the rights granted hereunder indirectly (any such disposition or encumbrance being referred to herein as a “Transfer”), of any shares of McMoRan Common Stock acquired pursuant to the Merger Agreement. Following the first anniversary of the date hereof, PXP’s Transfers of McMoRan Common Stock under the Registration Rights Agreement shall be limited to Transfers (i) in Underwritten Offerings (as such term is defined in the Registration Rights Agreement), (ii) in periodic sales under a Registration Statement (as such term is defined in the Registration Rights Agreement) so long as, in the case of Transfers made pursuant to this clause (ii), the aggregate number of shares so Transferred in any three-month period does not exceed the amount permitted to be sold pursuant to the provisions of Rule 144(e) under the Securities Act, regardless of whether such shares are actually being Transferred in reliance on such Rule (it being understood that shares of McMoRan Common Stock sold in an Underwritten Offering shall not be taken into account in such calculation) and (iii) pursuant to the exercise of piggyback registration rights under the Registration Rights Agreement. Any Transfer or purported attempted Transfer by the Participant of any of the shares of Restricted McMoRan Common Stock shall in violation of this Section 6 shall, to the fullest extent permitted by law, be null and void ab initio, and the Company McMoRan shall not, and shall instruct its transfer agent and other third parties not recognize or give effect to such Transfer on its books and records to, record or recognize the person to whom any such purported transaction on the share register of McMoRan. PXP acknowledges that this Section 6 may be enforced by McMoRan at the direction of a majority of the members of the Board who are not Designated Directors. Following the first anniversary of the date hereof, other than limitations on Transfer has been made as under the legal or beneficial holder Registration Rights Agreement set forth in the second sentence of such shares. The this Section 6(a), PXP may Transfer shares of Restricted McMoRan Common Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise in any rights of the Participant as the holder of such Restricted Stock way permitted by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCapplicable law.

Restrictions on Transfer. Except as otherwise provided in this AgreementNone of the Certificate Holders may, the Participant may not sell, transferdirectly or indirectly, assign, pledge, encumber convey or otherwise dispose of transfer any of its right, title or interest in or to the shares of Restricted Stock Trust Estate or the rights granted hereunder Trust Agreement without the consent of the Indenture Trustee and the Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, except as may be required by law or unless the proposed transferee is a Permitted Transferee (any such disposition or encumbrance being referred to herein as a “Transfer”defined below). Any Transfer or purported Transfer transfer by a Certificate Holder as above provided, shall be effected pursuant to the Participant of Trust Agreement. As used herein, a "Permitted Transferee" shall mean any of the shares (a) a financial institution with a combined capital, surplus and undivided profits of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest at least $100,000,000 determined in accordance with GAAP, (b) any subsidiary of such financial institution if such financial institution furnishes to Lessor, Indenture Trustee and Lessee a support agreement of a direct or indirect parent meeting the requirements set forth in clause (a) of this Section 412.1, in form and substance reasonably satisfactory to Lessee and Indenture Trustee, and (c) any Affiliate of the Shares transferring Certificate Holder, provided that if such Affiliate does not meet the requirement set forth in clause (a) of this Section 12.1, such transferring Certificate Holder (or an Affiliate of such Certificate Holder meeting the requirements set forth in clause (a) of this Section 12.1) shall remain secondarily liable for all of the obligations of the Permitted Transferee and furnish to Lessor, Indenture Trustee and Lessee a support agreement in form and substance reasonably satisfactory to Lessee and Indenture Trustee. Each transfer pursuant to this Section 12.1 shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSconditions that (i) the transferee has the requisite power and authority to enter into and carry out the transactions contemplated hereby, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERii) CONTAINED IN THE PAR PACIFIC HOLDINGSthe transferee enters into an agreement, INCin form and substance reasonably satisfactory to Indenture Trustee and Lessee, whereby such transferee confirms that it shall be a party to this Agreement and the Trust Agreement, and agrees to be bound by the terms thereof, (iii) such transfer does not violate any Legal Requirements, and (iv) Lessee and Indenture Trustee shall have received an opinion of counsel, in form and substance reasonably satisfactory to Lessee and Indenture Trustee, opining as to such matters incident to such a transfer as such person may reasonably request. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSNotwithstanding the provisions of Section 13.2, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSin the event of a transfer by a Certificate Holder under this Section 12.1, INCthe Lessee shall not be liable under Section 13.2 for any increased liability for Impositions arising solely as a result of such transfer.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Director may not sell, transfer, assign, pledge, encumber or otherwise dispose of any portion of the shares of Restricted Stock Shares or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfertransfer”)) until such portion of the Restricted Shares becomes vested in accordance with Section 4 of this Agreement. Any Transfer transfer or purported Transfer transfer by the Participant Director of any of the shares of Restricted Stock Shares shall be null and void and the Company shall not recognize or give effect to such Transfer transfer on its books and records or recognize the person to whom such purported Transfer transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Shares shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Director as the holder of such Restricted Stock Shares by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer transfer of the shares of Restricted Stock Shares shall lapse as provided in Section 4 hereof. Until Any certificates representing the Restricted Shares shall have endorsed thereon the following legend: “The transferability of this certificate and the shares of Stock represented hereby vest in accordance with Section 4, the Shares shall be are subject to the following terms and conditions (including forfeiture) of the General Growth Properties, Inc. 2003 Incentive Stock Plan and a Restricted Stock Award Agreement. Copies of such Plan and Stock Agreement are on file at the office of the Secretary of General Growth Properties, Inc.” If and when the restrictions imposed herein on the transfer of Restricted Shares shall have lapsed as provided in Section 4 hereof, such shares shall be delivered to Director without any restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSlegend or restrictive notation relating to the 2003 Plan. Until such restrictions have lapsed, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INCany certificates representing any Restricted Shares may be held in custody by the Company at its election. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCDirector may request the removal of such legend or notation from any Restricted Shares as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Employee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Employee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF OCTOBER 5, 2004, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE WHICH IS ON FILE IN AT THE CORPORATE OFFICES PRINCIPAL OFFICE OF PAR PACIFIC HOLDINGS, INC.THE

Restrictions on Transfer. Except as otherwise provided Enstar understands and agrees that the Enstar Shares will bear a legend substantially similar to the legend set forth below in this Agreement, the Participant addition to any other legend that may not sell, transfer, assign, pledge, encumber be required by applicable law or otherwise dispose of by any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and agreement between the Company and ICG. Upon receipt of certifications from Enstar reasonably satisfactory to the Company’s counsel, ICG shall not recognize or give effect request that Company shall cause the legend to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest removed in accordance with Section 4with, and pursuant to, Rule 144 promulgated under the Shares shall be subject to the following restrictive legend: Securities Act and any other applicable federal and state securities laws. THE TRANSFERABILITY SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF STOCK REPRESENTED HEREBY ARE SUBJECT 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE RESTRICTIONSISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, TERMS SUBSTANCE AND CONDITIONS SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERC) CONTAINED IN SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE PAR PACIFIC HOLDINGSSECURITIES ACT OF 1933, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCAS AMENDED.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop-transfer instructions with respect to the shares of Restricted CFB Common Stock received by the undersigned pursuant to the Merger will be given to CFB's Transfer Agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance: The shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the rights granted hereunder Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is an affiliate of CFB) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for CFB that such sale or transfer is otherwise exempt from the registration requirements of such Act. Such legend will also be placed on any such disposition or encumbrance being referred certificate representing CFB securities issued subsequent to herein the original issuance of CFB Common Stock pursuant to the Merger as a “Transfer”). Any Transfer or purported Transfer by the Participant result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the CFB Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner as to justify the removal of the legend therefrom. Upon the request of the undersigned, CFB shall cause the certificates representing the shares of Restricted CFB Common Stock shall issued to the undersigned in connection with the Merger to be null reissued free of any legend relating to restrictions on transfer set forth in Rules 144 and void 145(d) if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Company shall not recognize CFB Common Stock received by the undersigned pursuant to the Merger, or give effect to such Transfer on its books and records or recognize at the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights expiration of the Participant as the holder restrictive period set forth in Rule 145(d) upon receipt by CFB of such Restricted Stock by virtue an opinion of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject its counsel to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCeffect that such legend may be removed.

Restrictions on Transfer. Except A. Purchaser hereby makes the investment representations listed on Exhibit A to the Company as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares date of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein this Agreement and as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares date of Restricted Stock shall be null the Closing, and void agrees that such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing the Shares. Purchaser understands and agrees that the Company shall not recognize cause the legends set forth below, or give effect substantially equivalent legends, to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise placed upon any rights certificate(s) evidencing ownership of the Participant as Shares, together with any other legends that may be required by the holder of such Restricted Stock Company or by virtue of any attempted execution, attachment applicable state or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legendfederal securities laws: THE TRANSFERABILITY SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONSCERTAIN RESTRICTIONS ON TRANSFER, TERMS A RIGHT OF FIRST REFUSAL AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED A LOCK-UP PERIOD IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD EVENT OF A PUBLIC OFFERING AS SET FORTH IN THE COMMON STOCK PURCHASE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER ISSUER AND THE ORIGINAL HOLDER OF SUCH SHARES AND PAR PACIFIC HOLDINGSTHESE SHARES, INC. A COPY OF WHICH MAY BE OBTAINED AT THE PLAN PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND AWARD AGREEMENT LOCK-UP PERIOD ARE BINDING ON FILE IN THE CORPORATE OFFICES TRANSFEREES OF PAR PACIFIC HOLDINGS, INCTHESE SHARES.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted Seacoast Common Stock received by the undersigned pursuant to the Merger will be given to Seacoast's Transfer Agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO A BUSINESS COMBINATION WHICH IS ACCOUNTED FOR AS A "POOLING OF INTERESTS" AND MAY NOT BE SOLD, NOR MAY THE OWNER THEREOF REDUCE HIS RISKS RELATIVE THERETO IN ANY WAY, UNTIL SUCH TIME AS SEACOAST BANKING CORPORATION OF FLORIDA ("SEACOAST") HAS PUBLISHED THE FINANCIAL RESULTS COVERING AT LEAST 30 DAYS OF COMBINED OPERATIONS AFTER THE EFFECTIVE DATE OF THE MERGER THROUGH WHICH THE BUSINESS COMBINATION WAS EFFECTED. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT OR UNLESS (1) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) IN ACCORDANCE WITH (I) RULE 145(D) (IN THE CASE OF SHARES ISSUED TO AN INDIVIDUAL WHO IS NOT AN AFFILIATE OF SEACOAST) OR (II) RULE 144 (IN THE CASE OF SHARES ISSUED TO AN INDIVIDUAL WHO IS AN AFFILIATE OF SEACOAST) OF THE RULES AND REGULATIONS OF SUCH ACT, OR (3) IN ACCORDANCE WITH A LEGAL OPINION SATISFACTORY TO COUNSEL FOR SEACOAST THAT SUCH SALE OR TRANSFER IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT." Such legend will also be placed on any certificate representing Seacoast securities issued subsequent to the rights granted hereunder (any such disposition or encumbrance being referred original issuance of the Seacoast Common Stock pursuant to herein the Merger as a “Transfer”). Any Transfer or purported Transfer by the Participant result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the Seacoast Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, Seacoast shall cause the certificates representing the shares of Restricted Seacoast Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect reissued free of any legend relating to such Transfer restrictions on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock transfer by virtue of any attempted executionASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, attachment if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Seacoast Common Stock received by the undersigned pursuant to the Merger, or other process until at the restrictions imposed herein on expiration of the Transfer restrictive period set forth in Rule 145(d), Seacoast, upon the request of the undersigned, will cause the certificates representing the shares of Restricted Seacoast Common Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject issued to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERundersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCupon receipt by Seacoast of an opinion of its counsel to the effect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided in THE LESSEE MAY NOT SUBLET OR TRANSFER POSSESSION OF THE PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE LESSOR WHICH MAY BE WITHHELD IN THE SOLE AND ABSOLUTE DISCRETION OF THE LESSOR. THE LESSEE MAY NOT ASSIGN, PLEDGE, OR OTHERWISE ENCUMBER THIS LEASE. With respect to any sublease or transfer of possession of the property, the rights of the sublessee or transferee will be subject and subordinate to all the terms of this Agreement, including the Participant may Lessor's right of repossession on the occurrence of an event of default. The Lessee will remain primarily liable for the performance of all the terms of this Agreement to the same extent as if the sublease or transfer of possession had not occurred. The Lessor will have the right, at its sole expense, to assign, sell, transfer, assign, pledge, or encumber any part of its interest in the property or otherwise dispose of in this Agreement and any proceeds of the shares disposition of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to salethat interest, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSLessee's rights under this lease. To effect or facilitate such assignment, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSsale or encumbrance, INCthe Lessee agrees to provide all agreements, consents, conveyances or documents that may be reasonably requested by the Lessor, including an unrestricted release of the Lessor from its obligations under this Agreement. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSThat release will not release the Lessor from any liability that arose before the assignment or sale. Any person who succeeds to the rights and interests of the Lessor under this clause will agree to be bound by the terms of this Agreement without alteration. The Lessee acknowledges that an assignment, INCsale, or encumbrance of the Lessor's interest would not materially change the Lessee's duties under the Agreement or materially increase its burdens or risks. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSEven if such a transfer could be deemed to have that effect, INCthe Lessee agrees that the assignment, sale or encumbrance will nevertheless be permitted. Without prejudice to any rights that the Lessee may have against the Lessor, the Lessee agrees that it will not assert against an assignee any claim or defense that it may have against the Lessor. The agreements, covenants, obligations and liabilities contained in this clause, including but not limited to, all obligations to pay rent and to indemnify each indemnitee, are made for the benefit of the indemnitees and their respective successors and assigns.

Restrictions on Transfer. Except Purchaser understands that the Securities are “restricted securities” as such term is defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or registered or qualified under any state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise provided disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom. In any case where such an exemption is relied upon by Purchaser from the registration requirements of the Securities Act and the registration or qualification requirements of such state securities laws, Purchaser shall furnish the Company with an opinion of counsel stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in this Agreementany violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and opinion to be satisfactory to the Company. Purchaser acknowledges that it is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and that its overall commitment to investments that are not readily marketable is not disproportionate to its net worth. In the event that the Purchaser desires to transfer the Securities in reliance on the provisions of Rule 144 or other exemption from the registration requirements of the Securities Act and the registration or qualification requirements of any state securities laws, the Participant Purchaser shall furnish the Company with a certificate containing factual representations that may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer be reasonably requested by the Participant Company. Upon receipt of any of such certificate, and assuming that all other conditions imposed by law or regulation to reliance on such exemption have been satisfied (for example, the shares of Restricted Stock shall be null and void and Company being current in its filings with the SEC, the Company shall not recognize promptly (i) cause its counsel to deliver a legal opinion stating that the proposed sale or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder other disposition of such shares. The shares securities may be effected without registration under the Securities Act and will not result in any violation of Restricted Stock shall not be subject any applicable state securities laws relating to the registration or qualification of securities for sale, executionand (ii) after receipt of such legal opinion, pledgetake such actions as are reasonably necessary to effect such transfer of Securities. For the avoidance of doubt, attachment, encumbrance or other process and no person neither Purchaser shall be entitled required to exercise deliver an opinion of counselor any rights of documentation other than the Participant as the holder of Certificate attached hereto, unless such Restricted Stock by virtue of any attempted execution, attachment document Is strictly required under applicable law or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCregulation.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Employee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Employee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF _____ __, 201_ BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF WHICH IS ON FILE AT THE PLAN AND PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSHALL BE NULL AND VOID.” If and when the restrictions imposed herein on the transfer of shares of Restricted Stock shall have lapsed as provided in Section 4 hereof, INCcertificates for such shares without the restricted stock legend set forth in this section shall be delivered to the Employee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. Employee may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request shall be in writing to the General Counsel of the Company.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted the Surviving Corporation Common Stock received by the undersigned pursuant to the Merger will be given to the Surviving Corporation's transfer agent and that there will be placed on the certificates for such shares, or the rights granted hereunder (any such disposition or encumbrance being referred shares issued in substitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to herein a business combination which is accounted for as a “Transfer”)"pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as the Surviving Corporation has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. Any Transfer In addition, the shares represented by this certificate may not be sold, transferred or purported Transfer otherwise disposed of except or unless (a) covered by an effective registration statement under the Securities Act of 1933, as amended, (b) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of the Surviving Corporation) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of the Surviving Corporation) of the Rules and Regulations of such Act, or (c) in accordance with a legal opinion satisfactory to counsel for the Surviving Corporation that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing the Surviving Corporation securities issued subsequent to the original issuance of the Surviving Corporation Common Stock pursuant to the Merger as a result of any stock dividend, stock split or other recapitalization as long as the Surviving Corporation Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. If the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Surviving Corporation Common Stock received by the Participant undersigned pursuant to the Merger, or at the expiration of any the restrictive period set forth in Rule 145(d), the Surviving Corporation, upon the request of the undersigned, will cause the certificates representing the shares of Restricted the Surviving Corporation Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue reissued free of any attempted execution, attachment or other process until legend relating to the restrictions imposed herein on set forth in Rules 144 and 145(d) upon receipt by the Transfer Surviving Corporation of the shares an opinion of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject its counsel to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCeffect that such legend may be removed.

Restrictions on Transfer. Except Upon original issuance by the Company, and until such time as otherwise provided in this Agreementthe same is no longer required under the applicable requirements of the Securities Act, the Participant may not sellSecurities and the Remarketed Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, transferAS AMENDED (THE "SECURITIES ACT"), assignOR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, pledgeSOLD, encumber or otherwise dispose ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Following the sale of any of the shares of Restricted Stock Remarketed Notes by BAS or the rights granted hereunder (any such disposition or encumbrance being referred Purchaser to herein as a “Transfer”). Any Transfer or purported Transfer by subsequent purchasers pursuant to the Participant of any of the shares of Restricted Stock shall be null and void terms hereof, BAS and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Purchaser shall not be subject liable or responsible to salethe Parent or the Company for any losses, executiondamages or liabilities suffered or incurred by the Parent or the Company, pledgeincluding any losses, attachmentdamages or liabilities under the Securities Act, encumbrance arising from or other process and no person shall be entitled relating to exercise any rights of the Participant as the holder of such Restricted Stock by virtue resale or transfer of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCRemarketed Note.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock Shares or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfertransfer”). Any Transfer transfer or purported Transfer transfer by the Participant Employee of any of the shares of Restricted Stock Shares shall be null and void and the Company shall not recognize or give effect to such Transfer transfer on its books and records or recognize the person to whom such purported Transfer transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Shares shall not be subject to sale, execution, pledge, attachment, encumbrance attachment or other process and no person shall be entitled to exercise any rights of the Participant Employee as the holder of such Restricted Stock Shares by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer transfer of the shares of Restricted Stock shall Shares lapse as provided in Section 4 paragraph 3 or 5 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Restricted Shares shall be have endorsed thereon the following legend: “The shares represented by this certificate are subject to restrictions on transfer set forth in a Restricted Stock Award Agreement dated as of between the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSCompany and the registered holder, TERMS AND CONDITIONS a copy of which is on file at the principal office of the Company. Any transfer or purported transfer of the shares represented by this certificate in violation of such Restricted Stock Award Agreement shall be null and void.” Employee may request the removal of such legend from certificates representing any Restricted Shares as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in paragraph 3 or 5 hereof. Employee (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERor the legal representative, estate or heirs of Employee) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCshall promptly deliver to the Company the certificates representing any Restricted Shares which have been forfeited as set forth herein.

Restrictions on Transfer. Except as otherwise provided in Tenant shall not assign or transfer this Agreement, the Participant may not sell, transfer, assign, pledge, encumber Lease or otherwise dispose of any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the shares Premises or any part thereof, without Landlord’s prior written consent. Subject to the provisions of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Sections 11.2 through 11.7 below, Landlord’s consent shall not be subject unreasonably withheld, conditioned or delayed, provided the proposed assignee or subtenant (i) is compatible with the quality and stature of the Building and its tenants (provided that the restriction in this clause (i) shall not apply from and after the Substantial Full Occupancy Commencement Date), (ii) will use the Premises only for the Permitted Use, and (iii) in the reasonable judgment of Landlord, has the financial capability to saleundertake and perform its obligations under this Lease or under the sublease. Subject to Section 11.2, executionno assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent, pledgewhich may not be unreasonably withheld, attachmentconditioned or delayed. Landlord’s acceptance or collection of rent from any assignee, encumbrance subtenant or occupant shall not be construed as a consent to or acceptance of such assignee, subtenant or occupant as a tenant. Landlord’s consent to any assignment, subletting or occupancy, or Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant, shall not be construed (a) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant or (b) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Upon and during the continuance of an Event of Default of Tenant under this Lease, Tenant authorizes each such subtenant or occupant to pay such rent directly to Landlord if such subtenant or occupant receives written notice from Landlord stating that an Event of Default exists under this Lease and specifying that such rent shall be paid directly to Landlord. Any such payments made by any subtenant or occupant shall be credited against the monthly amounts owed by Tenant under this Lease. Each sublease shall provide that, at Landlord’s election, the subtenant agrees to attorn to Landlord or enter into a direct lease with Landlord on the same terms as the sublease in the event this Lease is terminated by reason of an Event of Default by Tenant. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s sole discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Subject to Section 11.2, if Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation, then any dissolution, merger, consolidation or other process and no person reorganization of Tenant, or any sale or transfer of a controlling interest in the capital stock of Tenant, shall be entitled to exercise any rights deemed a voluntary assignment of this Lease. Notwithstanding the foregoing, the transfer (by operation of law or otherwise) of the Participant as the holder outstanding capital stock of such Restricted Stock by virtue of any attempted execution, attachment Tenant or other process until interests in Tenant by persons or parties through the restrictions imposed herein on “over the Transfer counter market” or through any recognized stock exchange, shall not be deemed an assignment of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCthis Lease.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Employee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Employee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF ___________________, 20__, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF WHICH IS ON FILE AT THE PLAN AND PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSHALL BE NULL AND VOID.” If and when the restrictions imposed herein on the transfer of shares of Restricted Stock shall have lapsed as provided in Section 4 hereof, INCcertificates for such shares without the restricted stock legend set forth in this section shall be delivered to the Employee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. Employee may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request shall be in writing to the General Counsel of the Company.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted Surviving Corporation Common Stock received by the undersigned pursuant to the merger will be given to the Surviving Corporation's Transfer Agent and that there will be placed on the certificates representing such shares, or the rights granted hereunder (any such disposition or encumbrance being referred shares issued in substitution thereof, a legend stating in substance: The shares represented by this certificate were issued pursuant to herein a business combination which is accounted for as a “Transfer”)"pooling of interests" and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as The Peoples BancTrust Company, Inc. (the "Corporation") has published the financial results covering at least thirty (30) days of combined operations after the after the effective date of the merger through which the business combination was effected. Any In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of the Corporation) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of the Corporation) of the Rules and Regulations under such Act, or (3) in accordance with a legal opinion satisfactory to counsel for the Corporation that such sale or transfer is otherwise exempt from the registration requirements of such Act. The undersigned further agrees that such legend shall be placed on the certificates representing his or her shares of BancTrust Common Stock which are not exchanged for certificates representing shares of Surviving Corporation Common Stock. The undersigned will surrender such certificates to the Transfer or purported Transfer by Agent within five (5) business days after receipt of written notice from the Participant Surviving Corporation of the effectiveness of the merger together with appropriate transmittal materials. Such legend will also be placed on any certificate representing Surviving Corporation securities issued subsequent to the original issuance of the Surviving Corporation Common Stock pursuant to the merger as a result of any stock dividend, stock split, or other recapitalization as long as the Surviving Corporation Common Stock issued to the undersigned pursuant to the merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, the Surviving Corporation shall cause the certificates representing the shares of Restricted Surviving Corporation Common Stock shall issued to the undersigned in connection with the merger to be null and void and the Company shall not recognize or give effect reissued free of any legend relating to such Transfer restrictions on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock transfer by virtue of any attempted executionASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, attachment if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Surviving Corporation Common Stock received by the undersigned pursuant to the merger, or other process until at the restrictions imposed herein on expiration of the Transfer restrictive period set forth in Rule 145(d), the Surviving Corporation, upon the request of the undersigned, will cause the certificates representing the shares of Restricted Surviving Corporation Common Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject issued to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERundersigned in connection with the merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCupon receipt by the Surviving Corporation of an opinion of its counsel to the effect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that ------------------------ stop transfer instructions with respect to the shares of Restricted Premier Common Stock received by the undersigned pursuant to the Merger will be given to Premier's transfer agent and that there will be placed on the certificates for such shares, or the rights granted hereunder (any such disposition or encumbrance being referred shares issued in substitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to herein a business combination which is accounted for as a “Transfer”)"pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Premier has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. Any Transfer In addition, the shares represented by this certificate may not be sold, transferred or purported Transfer otherwise disposed of except or unless (a) covered by an effective registration statement under the Securities Act of 1933, as amended, (b) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of Premier) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Premier) of the Rules and Regulations of such Act, or (c) in accordance with a legal opinion satisfactory to counsel for Premier that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing Premier securities issued subsequent to the original issuance of Premier Common Stock pursuant to the Merger as a result of any stock dividend, stock split or other recapitalization as long as Premier Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. If the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Premier Common Stock received by the Participant undersigned pursuant to the Merger, or at the expiration of any the restrictive period set forth in Rule 145(d), Premier, upon the request of the undersigned, will cause the certificates representing the shares of Restricted Premier Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue reissued free of any attempted execution, attachment or other process until legend relating to the restrictions imposed herein on the Transfer set forth in Rules 144 and 145(d) upon receipt by Premier of the shares an opinion of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject its counsel to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCeffect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided for certificates representing those shares of Parent Common Stock which are subject to an effective registration statement on Form S-3 filed by Parent pursuant to Section 5.12, all certificates representing Parent Common Stock deliverable to the Stockholder or any of its Subsidiaries pursuant to this Agreement in this Agreement, connection with the Participant may not sell, transfer, assign, pledge, encumber Mergers and any certificates subsequently issued with respect thereto or otherwise dispose in substitution therefor (including any shares issued or issuable in respect of any such shares upon any stock split stock dividend, recapitalization, or similar event) shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN STOCKHOLDER AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST OF THE HOLDER OR RECORD OF THIS SECURITY TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL OFFICES OF THE CORPORATION. If, and to the extent shares of Parent Common Stock held by the Stockholder are no longer subject to the restrictions described in the legends set forth above, upon the request of the Stockholder, Parent shall cause its transfer agent to remove the appropriate legend set forth above from the certificates evidencing the shares of Restricted Parent Common Stock or issue to the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder Stockholder new certificates therefor free of such shareslegend. The shares of Restricted Stock Such certificate shall not be subject to salealso bear any legend required by any federal, executionstate, pledge, attachment, encumbrance local or other process and no person shall be entitled to exercise any rights of the Participant as the holder of foreign law governing such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsecurities.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted CBC Stock received by the undersigned pursuant to the Merger will be given to the CBC transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating substantially as follows: "The shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the rights granted hereunder Securities Act of 1933, as amended, or an exemption therefrom, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of the issuer) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of the issuer) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for the issuer that such sale or transfer is otherwise exempt from the registration requirements of such Act. For avoidance of doubt, it is understood that a legal opinion is neither required by law nor this legend and it shall be in the issuer's sole discretion whether or not to require that a legal opinion be delivered to it prior to any such disposition such, transfer or encumbrance being referred other disposition." Such legend will also be placed on any certificate representing CBC securities issued subsequent to herein the original issuance of the CBC Stock pursuant to the Merger as a “Transfer”)result of any stock dividend, stock split, or other recapitalization as long as the CBC Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Any Transfer or purported Transfer If the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the CBC Stock received by the Participant undersigned pursuant to the Merger, or at the expiration of any the restrictive period set forth in Rule 145(d), CBC, upon the request of the undersigned, will cause the certificates representing the shares of Restricted CBC Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue reissued free of any attempted execution, attachment or other process until legend relating to the restrictions imposed herein on the Transfer set forth in Rules 144 or 145(d) upon receipt by CBC of the shares an opinion of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject its counsel to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCeffect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Awardee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Awardee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Awardee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF __________, 20__, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF WHICH IS ON FILE AT THE PLAN AND PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSHALL BE NULL AND VOID.” If and when the restrictions imposed herein on the transfer of shares of Restricted Stock shall have lapsed as provided in Section 4 hereof, INCcertificates for such shares without the restricted stock legend set forth in this section shall be delivered to the Awardee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. Awardee may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 5 hereof. Such request shall be in writing to the General Counsel of the Company.

Restrictions on Transfer. Except as otherwise provided in Neither this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of Warrant nor any of the shares of Restricted Common Stock issued upon the exercise hereof shall be Transferred other than pursuant to an effective registration statement under the Securities Act or an exemption from the registration provisions thereof. The Holder of this Warrant by its acceptance hereof agrees to offer, sell or otherwise transfer such Warrant, prior to the date (the "Resale Restriction Termination Date") which is two years after the later of the Original Issue Date and the last date on which the Company or any Affiliate of the Company was the owner of this Warrant (or any predecessor of this Warrant), only (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as this Warrant is eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person it reasonably believes is a "qualified institutional buyer" as defined in Rule 144A that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) to an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor acquiring the security for its own account or for the account of such an institutional accredited investor for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, including the exemption provided for by Rule 144 (if available), subject to the Company's right prior to any such offer, sale or transfer pursuant to clauses (d) or (e) to require the delivery of an Opinion of Counsel, certification and/or other information satisfactory to it. The legends contained in Section 8.2 hereof will be removed upon the written request of the Holder after the Resale Restriction Termination Date. In connection with any Transfer, the Holder will deliver to the Company such certificates and other information as the Company may require to confirm that the transfer complies with the foregoing restrictions. Holders of the Warrants or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made Common Stock, as the legal or beneficial holder of such shares. The shares of Restricted Stock case may be, shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of Transfer such Warrants or such Restricted Common Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest except in accordance with this Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC8.1.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted The Series 1 Preferred Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be is subject to the provisions of Article VI of the Charter. In addition, no shares of Series 1 Preferred Stock may be sold or otherwise Transferred (as defined in the Charter) unless the holder thereof delivers evidence, to the satisfaction of the Corporation, that such sale or other Transfer (as defined in the Charter) of such shares of Series 1 Preferred Stock is made to an accredited investor solely in compliance with all federal and state securities laws. Shares of Series 1 Preferred Stock shall include the following restrictive legendlegend and any other legends required by state securities laws and the Corporation's Charter and bylaws: THE TRANSFERABILITY SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SHARES SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF STOCK REPRESENTED HEREBY ARE SUBJECT COUNSEL IN A FORM SATISFACTORY TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE PAR PACIFIC HOLDINGSSECURITIES ACT OF 1933. Any sale or transfer of shares of Series 1 Preferred Stock made in violation of any federal or state securities law shall be void ab initio. EXHIBIT E ARTICLES OF MERGER OF MVP REIT, INC. 2012 LONG TERM INCENTIVE PLAN (a Maryland corporation) WITH AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSMVP MERGER SUB, INCLLC (a Delaware limited liability company) MVP REIT, Inc., a Maryland corporation (the "Merging Company"), and MVP Merger Sub, LLC, a Delaware limited liability company (the "Surviving Company"), do hereby certify to the State Department of Assessments and Taxation of Maryland (the "Department") as follows: FIRST: The Surviving Company and the Merging Company agree to merge in the manner hereinafter set forth (the "Merger") and as contemplated by the Agreement and Plan of Merger, dated as of May 26, 2017 (the "Merger Agreement"), by and among MVP REIT II, Inc., a Maryland corporation ("Parent"), the Surviving Company, the Merging Company and, solely with regard to Section 4.21, Section 4.22(b), Section 5.21, Section 5.23(b) and Section 6.4 thereof, MVP Realty Advisors, LLC, a Delaware limited liability company. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCSECOND: The Surviving Company is the entity to survive the Merger. THIRD: The Merging Company is incorporated under the laws of the State of Maryland. The principal office of the Merging Company in the State of Maryland is located in Baltimore City. The Merging Company owns no interest in land in the State of Maryland.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted Savannah Common Stock received by the undersigned pursuant to the Merger will be given to Savannah's Transfer Agent and that there will be placed on the certificates for such shares, or the rights granted hereunder (any such disposition or encumbrance being referred shares issued in substitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to herein a business combination which is accounted for as a “Transfer”)"pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as The Savannah Bancorp, Inc. ("Savannah") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. Any Transfer In addition, the shares represented by this certificate may not be sold, transferred or purported Transfer otherwise disposed of except or unless (1) covered by an effective registration statement under the Participant Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of Savannah) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Savannah) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for Savannah that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing Savannah securities issued subsequent to the original issuance of the Savannah Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the Savannah Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, Savannah shall cause the certificates representing the shares of Restricted Savannah Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect reissued free of any legend relating to such Transfer restrictions on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock transfer by virtue of any attempted executionASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, attachment if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Savannah Common Stock received by the undersigned pursuant to the Merger, or other process until at the restrictions imposed herein on expiration of the Transfer restrictive period set forth in Rule 145(d), Savannah, upon the request of the undersigned, will cause the certificates representing the shares of Restricted Savannah Common Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject issued to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERundersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCupon receipt by Savannah of an opinion of its counsel to the effect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided in this Agreement, I understand that (i) the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of Common Stock and Warrants (and the shares of Restricted Common Stock underlying such Warrants) have not been registered under the Securities Act or the rights granted hereunder securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any such disposition state or encumbrance being referred the federal government has recommended or endorsed this Offering or made any finding or determination relating to herein as a “Transfer”). Any Transfer or purported Transfer the fairness of an investment in the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Participant of any of Securities Act and certain state securities laws. I acknowledge that the Common Stock and Warrants are (and the shares of Restricted Common Stock shall issuable upon exercise thereof, when issued, will be) subject to restrictions on transferability and may not be null resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and void and under applicable securities laws of certain states or an exemption from such registration is available. I further acknowledge that, although the Company shall not recognize or give effect has agreed to such Transfer on its books use commercially reasonable efforts to file a registration statement covering the resale by me of the Common Stock and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Common Stock shall issuable upon exercise of the Warrants, (i) there is no assurance that the Company will do so, (ii) such registration statement, if filed, may not be declared effective, (iii) if declared effective, the Company may not be able to keep it effective until I effect the resale of securities registered thereby and (iv) I will be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights lock-up restrictions as required by any underwriter engaged in connection with such registration statement. I understand that each certificate evidencing each of the Participant as the holder of such Restricted Common Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of and Warrants (and the shares of Restricted Common Stock shall lapse as provided in Section 4 hereofunderlying such Warrants) will bear the legends substantively similar to that set forth below: “NEITHER THIS SECURITY NOR ANY SECURITIES THAT MAY BE ACQUIRED UPON CONVERSION OR EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY COMPANY’S SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT WITH THE HOLDER SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE COMMON STOCK AND SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INCISSUABLE UPON EXERCISE HEREOF. A COPY OF SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PLAN AND AWARD COMPANY’S OFFICE. SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT ARE ON FILE IN ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE CORPORATE OFFICES TRANSFER OF PAR PACIFIC HOLDINGS, INCSUCH SECURITIES.”

Restrictions on Transfer. Except as otherwise provided in this AgreementPurchaser understands that unless and until the Company (i) registers the Series C Shares and/or the Common Stock into which the Series C Shares may be converted with the SEC pursuant to Section 12, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any (ii) becomes subject to Section 15(d) of the Exchange Act, (iii) supplies information pursuant to Rule 15c2 11 thereunder, or (iv) if a registration statement covering the Series C Shares (or a filing pursuant to the exemption from registration under Regulation A of the Securities Act covering the Series C Shares) under the Securities Act is in effect when Purchaser desires to sell Series C Shares, Purchaser may be required to hold the Series C Shares for an indeterminate period. Each Purchaser also understands that any sale of the Common Stock into which the Series C Shares may convert that might be made by Purchaser in reliance upon Rule 144 or Rule 144A under the Securities Act may be made only in limited amounts in accordance with the terms and conditions of those rules. Purchaser understands and acknowledges that all certificates representing the Series C Shares (as well as the Common Stock into which the Series C Shares may be converted), shall bear the following legend (and any other legend that may be required under any Federal or state securities law), until such Series C Shares and/or shares of Restricted Common Stock are registered under the securities Act, exchanged for securities registered under the securities Act, or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as until the holder of such Restricted the Series C Shares and/or Common Stock by virtue delivers an opinion of any attempted executionits legal counsel, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject reasonably acceptable to the following restrictive legend: Company, that such legend is no longer necessary. “THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SHARES OF STOCK REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS FURTHER SUBJECT TO THE OTHER RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT WHICH ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCSET FORTH HEREIN.”

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of This Warrant and the shares of Restricted Preferred Stock (and the common stock issued upon conversion of the Preferred Stock) issued or issuable through the exercise of this Warrant are “restricted securities” under the Securities Act, and the rules and regulations promulgated thereunder and may not be sold, transferred, pledged, or hypothecated without such transaction being registered under the Securities Act and applicable state laws or the rights granted hereunder availability of an exemption therefrom that is established to the satisfaction of the Company; a legend substantially to this effect shall appear on this Warrant and, unless the issuance is a registered transaction, on all shares of Preferred Stock (and the common stock issued upon conversion of the Preferred Stock) issued upon the exercise hereof. The holder of this Warrant, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Preferred Stock issuable or issued upon the exercise hereof (and any common stock issued upon conversion of the Preferred Stock) of such holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such holder’s intention as to the disposition to be made of shares of Preferred Stock issuable or encumbrance being referred to herein as a “Transfer”issued upon the exercise hereof (or common stock). Any Transfer Such holder shall also provide the Company with an opinion of counsel satisfactory to the Company to the effect that the proposed transfer of this Warrant or purported Transfer by the Participant disposition of shares may be effected without registration or qualification (under any federal or state law) of this Warrant or the shares of Restricted Preferred Stock shall be null and void and issuable or issued upon the Company shall not recognize exercise hereof (or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder common stock). Upon receipt of such shares. The shares of Restricted Stock shall not be subject to salewritten notice and opinion by the Company, execution, pledge, attachment, encumbrance or other process and no person such holder shall be entitled to transfer this Warrant, or to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of Restricted shares of Preferred Stock shall lapse as provided in Section 4 hereof. Until received upon the Shares represented hereby vest previous exercise of this Warrant, all in accordance with Section 4, the Shares shall be subject terms of the notice delivered by such holder to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSCompany, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCprovided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares.

Restrictions on Transfer. Except Upon original issuance by Acquisition, and until such time as otherwise provided in this Agreementthe same is no longer required under the applicable requirements of the Securities Act, the Participant may not sellNotes (and all securities issued in exchange therefor or in substitution thereof, transferother than the Exchange Securities) shall bear a legend substantially in the following form: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, assignAS AMENDED (THE "SECURITIES ACT"), pledgeOR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, encumber or otherwise dispose of any SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE OR ANY PREDECESSOR OF THIS NOTE (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE." Following the sale of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Securities by the Participant of any of Initial Purchasers to Subsequent Purchasers pursuant to the shares of Restricted Stock shall be null and void and terms hereof, the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Initial Purchasers shall not be subject liable or responsible to saleAcquisition or the Company for any losses, executiondamages or liabilities suffered or incurred by Acquisition or the Company, pledgeincluding any losses, attachmentdamages or liabilities under the Securities Act, encumbrance arising from or other process and no person shall be entitled relating to exercise any rights of the Participant as the holder of such Restricted Stock by virtue resale or transfer of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCSecurity.

Restrictions on Transfer. Except as otherwise provided The Standby Purchaser understands and agrees that the Purchased Shares will bear a legend substantially similar to the legend set forth below in this Agreementaddition to any other legend that may be required by applicable law or by any agreement between the Company and the Standby Purchaser. Upon receipt of certifications from the Standby Purchaser reasonably satisfactory to the Company’s counsel, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect cause the legend to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest removed in accordance with Section 4with, and pursuant to, Rule 144 promulgated under the Shares shall be subject to the following restrictive legend: Securities Act and any other applicable federal and state securities laws. THE TRANSFERABILITY SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF STOCK REPRESENTED HEREBY ARE SUBJECT 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE RESTRICTIONSISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, TERMS SUBSTANCE AND CONDITIONS SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERC) CONTAINED IN SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE PAR PACIFIC HOLDINGSSECURITIES ACT OF 1933, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCAS AMENDED.

Restrictions on Transfer. Except REGISTRATION OF TRANSFERS AND EXCHANGES. Prior to any proposed transfer of the Warrants, unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Act"), the transferring Holder will deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Warrants may be sold or otherwise provided transferred without registration under the Act; PROVIDED, HOWEVER, that with respect to transfers by Holders to their Affiliates, no such opinion shall be required. A transfer made by a Holder which is a state-sponsored employee benefit plan to a successor trust or fiduciary pursuant to a statutory reconstitution shall be expressly permitted and no opinions of counsel shall be required in connection therewith. Upon original issuance thereof, and until such time as the same shall have been registered under the Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation), each Warrant Certificate shall bear the legends included on the first page of Exhibit A, unless in the opinion of such counsel, the legend regarding securities law transfer restrictions (described in the Purchase Agreement) is no longer required by the Act. Subject to the conditions to transfer contained in the Purchase Agreement and the transfer restrictions set forth in this AgreementSection 4 and in Section 15 hereof, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize from time to time register the transfer of any outstanding Warrant Certificates in the Warrant Register to be maintained by the Company upon surrender thereof accompanied by a written instrument or give effect instruments of transfer in form satisfactory to the Company, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder registration of such shares. The shares of Restricted Stock shall not be subject to saletransfer, execution, pledge, attachment, encumbrance or other process and no person a new Warrant Certificate shall be entitled issued to exercise any rights of the Participant as transferee Holder(s) and the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares surrendered Warrant Certificate shall be subject to canceled and disposed of by the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCCompany.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted SouthTrust Common Stock received by the undersigned pursuant to the Merger will be given to SouthTrust's Transfer Agent and that there will be placed on the certificates for such shares, or the rights granted hereunder (any such disposition or encumbrance being referred shares issued in substitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to herein a business combination which is accounted for as a “Transfer”)"pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as SouthTrust Corporation ("SouthTrust") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. Any Transfer In addition, the shares represented by this certificate may not be sold, transferred or purported Transfer otherwise disposed of except or unless (1) covered by an effective registration statement under the Participant Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of SouthTrust) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of SouthTrust) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for SouthTrust that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing SouthTrust securities issued subsequent to the original issuance of the SouthTrust Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the SouthTrust Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, SouthTrust shall cause the certificates representing the shares of Restricted SouthTrust Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect reissued free of any legend relating to such Transfer restrictions on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock transfer by virtue of any attempted executionASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, attachment if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the SouthTrust Common Stock received by the undersigned pursuant to the Merger, or other process until at the restrictions imposed herein on expiration of the Transfer restrictive period set forth in Rule 145(d), SouthTrust, upon the request of the undersigned, will cause the certificates representing the shares of Restricted SouthTrust Common Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject issued to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERundersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCupon receipt by SouthTrust of an opinion of its counsel to the effect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided (a) Each Investor hereby agrees, severally and not jointly, that, except in accordance with a registration statement filed pursuant to Section 5.2 of this Agreement, the Participant may it will not sell, transfer, assign, pledge, encumber or otherwise dispose of any of such Investor’s Shares (other than pursuant to Rule 144 promulgated under the shares Securities Act (“Rule 144”) or pursuant to a registration statement filed with the SEC pursuant to the Securities Act) unless and until such Investor shall have (A) notified the Company of Restricted Stock or the rights granted hereunder proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (any B) if requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company and the Company’s counsel, to the effect that such disposition or encumbrance being referred will not require registration under the Securities Act. The restrictions on transfer imposed by this Section 4.2 shall cease and terminate as to herein as a “Transfer”). Any Transfer or purported Transfer the Shares held by an Investor when: (x) such Shares shall have been effectively registered under the Securities Act and sold by the Participant holder thereof in accordance with such registration, or (y) on delivery of any an opinion of the shares of Restricted Stock shall be null and void and kind described in the Company shall not recognize or give effect preceding sentence with respect to such Transfer on its books and records or recognize Shares. Each certificate evidencing the person to whom Shares shall bear an appropriate restrictive legend as set forth in Section 4.2(b), except that such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock legend shall not be subject required after a transfer is made in compliance with Rule 144 or pursuant to salea registration statement or if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the Securities Act. The Company agrees that pursuant to the prior sentence, executionit will, pledgeno later than five Business Days (“Business Day” shall mean any day banks are open for business in New York, attachmentNew York) following (a) receipt by the Company’s transfer agent of a certificate representing Shares issued with a restrictive legend, encumbrance accompanied by a certification of the Investor in form suitable for processing by the Company that a prospectus has been delivered (in the case of sale pursuant to prospectus, a “Prospectus Letter”) or other process customary supporting documentation, including legal opinion if required pursuant to Clause (B) above, “Supporting Documentation”) and no person (b) receipt by the Company of notice of such delivery to the transfer agent and Prospectus Letter or Supporting Documentation, as the case may be (such notice to be sent by facsimile to the attention of the Company’s president and CEO at the fax number set forth in Section 8.6 hereof) deliver or cause to be delivered (evidence of deposit for next day delivery with a nationally recognized overnight delivery service shall be entitled deemed delivery) to exercise such Investor a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any rights notation on its records or give instructions to any transfer agent of the Participant as Company that enlarge the holder of such Restricted Stock restrictions on transfer set forth in this Section. In the event the Prospectus Letter or Supporting Documentation is not in form suitable for processing by virtue of any attempted executionto the Company, attachment or other process the five Business Days shall toll until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided Company receives a Prospectus Letter or Supporting Documentation that is in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCform suitable for processing.

Restrictions on Transfer. Except Upon original issuance by the Company, and until such time as otherwise provided in this Agreementthe same is no longer required under the applicable requirements of the Securities Act, the Participant may not sellSecurities (and all securities issued in exchange therefor or in substitution thereof, transfer, assign, pledge, encumber or otherwise dispose of any of other than the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock Exchange Securities) shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to bear the following restrictive legend: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SECURITIES ACT (SUBJECT TO THE RESTRICTIONSDELIVERY OF SUCH EVIDENCE, TERMS IF ANY REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND CONDITIONS IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (INCLUDING FORFEITURE A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN BASED UPON AN OPINION OF COUNSEL IF THE PAR PACIFIC HOLDINGSCOMPANY SO REQUESTS), INC. 2012 LONG TERM INCENTIVE PLAN SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN AWARD AGREEMENT ENTERED INTO BETWEEN OPINION OF COUNSEL TO THE REGISTERED OWNER EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY ANY STATE OF THE PLAN UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND AWARD AGREEMENT ARE ON FILE (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC(A) ABOVE."

Restrictions on Transfer. Except as otherwise provided in THE LESSEE MAY NOT SUBLET OR TRANSFER POSSESSION OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE LESSOR WHICH WILL NOT BE UNREASONABLY WITHHELD. THE LESSEE MAY NOT ASSIGN, PLEDGE, OR OTHERWISE ENCUMBER THIS LEASE. With respect to any sublease or transfer of possession of the Equipment, the rights of the sublessee or transferee will be subject and subordinate to all the terms of this Agreement, including the Participant may Lessor's right of repossession on the occurrence of an event of default. The Lessee will remain primarily liable for the performance of all the terms of this Agreement to the same extent as if the sublease or transfer of possession had not occurred. The Lessor will have the right, at its sole expense, to assign, sell, transfer, assign, pledge, or encumber any part of its interest in the Equipment or otherwise dispose of in this Agreement and any proceeds of the shares disposition of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to salethat interest, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSLessee's rights under this lease. To effect or facilitate such assignment, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSsale or encumbrance, INCthe Lessee agrees to provide all agreements, consents, conveyances or documents that may be reasonably requested by the Lessor, including an unrestricted release of the Lessor from its obligations under this Agreement. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSThat release will not release the Lessor from any liability that arose before the assignment or sale. Any person who succeeds to the rights and interests of the Lessor under this clause will agree to be bound by the terms of this Agreement without alteration. The Lessee acknowledges that an assignment, INCsale, or encumbrance of the Lessor's interest would not materially change the Lessee's duties under the Agreement or materially increase its burdens or risks. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSEven if such a transfer could be deemed to have that effect, INCthe Lessee agrees that the assignment, sale or encumbrance will nevertheless be permitted. Without prejudice to any rights that the Lessee may have against the Lessor, the Lessee agrees that it will not assert against an assignee any claim or defense that it may have against the Lessor. The agreements, covenants, obligations and liabilities contained in this clause, including but not limited to, all obligations to pay rent and to indemnify each indemnitee, are made for the benefit of the indemnities and their respective successors and assigns.

Restrictions on Transfer. Except as otherwise provided in this AgreementThe Registrable Securities shall not be sold, the Participant may not sellpledged, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null transferred, and void and the Company shall not recognize or give effect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachmentor transfer, encumbrance except upon the conditions specified in this Agreement and as contemplated in the Purchase Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act; provided, however, that, subject to the conditions specified in the Purchase Agreement, the Registrable Securities may be sold, pledged, or otherwise transferred (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which the Registrable Securities, as applicable, are sold, pledged or otherwise transferred to an Affiliate for no consideration. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. • Each certificate representing (i) the Registrable Securities, and (ii) any other process securities issued in respect of such securities, upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of paragraph 2.10(c)) be stamped or otherwise imprinted with a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Holder consents to Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this paragraph 2.10. • The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this paragraph 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, Holder thereof shall give notice to Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to Company, addressed to Company, to the effect that the proposed transaction may be effected without registration under the Securities Act, (ii) a “no person action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon Holder of such Restricted Securities shall be entitled to exercise any rights of the Participant as the holder of sell, pledge, or transfer such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest Securities in accordance with Section 4the terms of the notice given by Holder to Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in paragraph 2.10(b), except that such certificate shall not bear such restrictive legend if, in the Shares shall be subject opinion of counsel for such Holder and Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. • Notwithstanding any other provision of this Agreement, Holder acknowledges that in accordance with the Purchase Agreement Holder may not transfer the Registrable Securities (by assignment or distribution upon liquidation or otherwise) during the two-year period after issuance and that Company is not required to take any action whatsoever with respect to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCregistration of the Registrable Securities during that two-year period.

Restrictions on Transfer. Except The Buyer understands that, except as otherwise provided in this the Registration Rights Agreement, the Participant Securities and the Warrant Shares have not been and are not being registered under the 1933 Act or any applicable state securities laws. The Buyer may be required to hold the Securities and the Warrant Shares indefinitely and the Securities and the Warrant Shares may not sellbe transferred unless (i) the Securities and the Warrant Shares are sold pursuant to an effective registration statement under the 1933 Act, transfer(ii) the Buyer shall have delivered to the Company an opinion of counsel to the effect that the Securities or the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, assignwhich opinion shall be in form, pledgesubstance and scope customary for opinions of counsel in comparable transactions, encumber (iii) the Securities or the Warrant Shares are sold or transferred to an “affiliate” (as defined in Rule 144 (or a successor rule)) of the Buyer who agrees to sell or otherwise dispose of any of transfer the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest Securities only in accordance with this Section 43.5 and who is an Accredited Investor, (iv) the Securities or the Warrant Shares are sold pursuant to Rule 144, or (v) the Table of Contents Securities or the Warrant Shares are sold pursuant to Regulation S (or a successor rule), and the Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities and the Warrant Shares shall may be subject pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Buyer understands that until such time as the Securities and Warrant Shares have been resold pursuant to a registration statement filed under the 1933 Act as contemplated by the Registration Rights Agreement, are eligible for resale pursuant to Rule 144(k) under the 1933 Act or are sold pursuant to Rule 144 or another similar exemption from registration, certificates evidencing the Securities and Warrant Shares may bear a restrictive legend in substantially the following restrictive legend: form (and a stop-transfer order may be placed against transfer of the certificates evidencing such Securities and Warrant Shares): “THE TRANSFERABILITY SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SHARES “ACT”), OR THE SECURITIES LAWS OF STOCK ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, HYPOTHECATED, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN APPLICABLE EXEMPTION TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER REGISTRATION REQUIREMENTS OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCLAWS.”

Restrictions on Transfer. Except as otherwise provided in this AgreementPurchaser understands that unless and until the Company (i) registers the Shares (including the common shares into which the Preferred Shares may convert) with the SEC pursuant to Section 12, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any (ii) becomes subject to Section 15(d) of the shares of Restricted Stock Exchange Act, (iii) supplies information pursuant to Rule 15c2 11 thereunder, or (iv) if a registration statement covering the rights granted hereunder Shares (any such disposition or encumbrance being referred a filing pursuant to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any exemption from registration under Regulation A of the shares Securities Act covering the Shares) under the Securities Act is in effect when Purchaser desires to sell Shares, Purchaser may be required to hold the Shares for an indeterminate period. Purchaser also understands that any sale of Restricted Stock shall the Shares that might be null made by Purchaser in reliance upon Rule 144 or Rule 144A under the Securities Act may be made only in limited amounts in accordance with the terms and void conditions of those rules. Purchaser understands and acknowledges that all certificates representing the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made Shares (as well as the legal common stock into which the Preferred Shares may be converted), shall bear the following legend (and any other legend that may be required under any Federal or beneficial holder of state securities law), until such shares. The shares of Restricted Stock shall not be subject to saleShares are registered under the securities Act, executionexchanged for securities registered under the securities Act, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as until the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4delivers an opinion of its legal counsel, the Shares shall be subject reasonably acceptable to the following restrictive legend: Company, that such legend is no longer necessary. “THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SHARES OF STOCK REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS FURTHER SUBJECT TO THE OTHER RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT WHICH ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCSET FORTH HEREIN.”

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any 62.4% of the shares of Restricted Cotelligent Stock issued in connection with the Stock Payment may be resold or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer transferred by the Participant applicable Seller, subject to compliance with applicable securities laws, immediately upon the issuance of any such shares to such Seller. The remaining 37.6% of such shares of Cotelligent Stock may not be transferred or assigned until the second anniversary of the Closing Date. Each Seller and Stockholder acknowledge agree that all shares of Restricted Cotelligent Stock shall be null issued and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the two-year limitation on transfers shall bear the following restrictive legendlegend while such restrictions apply to the shares represented by such certificate, in addition to any other legend required under applicable law: THE TRANSFERABILITY OF "THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS WITH REGARD TO THE RESTRICTIONSTRANSFER THEREOF PURSUANT TO RULE 145 UNDER THE SECURITIES ACT OF 1933, TERMS AS AMENDED, AND CONDITIONS (INCLUDING FORFEITURE FURTHER RESTRICTIONS ON TRANSFER PURSUANT TO A PURCHASE AGREEMENT DATED NOVEMBER 30, 1998, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF, IN WHOLE OR IN PART, UNTIL SUCH RESTRICTIONS AGAINST TRANSFER) CONTAINED ON TRANSFER HAVE TERMINATED." Each Seller and Stockholder acknowledge and agree that all other shares of Cotelligent Stock issued pursuant to this Agreement shall bear the following legend while such restrictions apply to the shares represented by such certificate, in addition to any other legend required under applicable law: "THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS WITH REGARD TO THE TRANSFER THEREOF PURSUANT TO RULE 145 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF, IN THE PAR PACIFIC HOLDINGSWHOLE OR IN PART, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF UNTIL SUCH SHARES AND PAR PACIFIC HOLDINGSRESTRICTIONS ON TRANSFER HAVE TERMINATED." Upon the written request of Stockholder, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCCotelligent will cause its transfer agent to issue one or more certificates without such legend as to any shares that are no longer subject to such restrictions.

Restrictions on Transfer. Except as otherwise provided Any sale or other disposition of any of the Shares by the Optionee, other than according to the terms of this Section 13, shall be void and transfer no right, title or interest in or to any of such Shares to the purported transferee. For purposes of this AgreementSection 13, the Participant may not term “Shares” shall include all shares of capital stock of the Company held by the Optionee, whether now owned or hereafter acquired. The Optionee agrees to present the certificates representing the Shares hereafter acquired by him or her to the Secretary of the Company and cause the Secretary to stamp on the certificate in a prominent manner the following legend: “THE SALE OR OTHER DISPOSITION OF ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN INCENTIVE STOCK OPTION AGREEMENT BETWEEN THE HOLDER OF THIS CERTIFICATE AND THE ISSUER.” If the Optionee desires to sell, transfer, assign, pledge, encumber transfer or otherwise dispose of any of the shares Shares, or any interest in such Shares, whether voluntarily or by operation of Restricted Stock law, the Optionee shall first deliver written notice (the “Offer”) to the Company specifying (i) the name and address of the party to which the Optionee proposes to sell or otherwise dispose of the rights granted hereunder Shares or an interest in the Shares (any such disposition or encumbrance being referred to herein as a the “TransferOfferor”). Any Transfer , (ii) the number of Shares the Optionee proposes to sell or purported Transfer by otherwise dispose of, (iii) the Participant of any consideration per Share to be delivered to the Optionee for the proposed sale, transfer, or disposition and (iv) all other material terms and conditions of the shares proposed transaction. Upon receipt of Restricted Stock shall be null and void and the Offer, the Company or its designee shall not recognize have an option to purchase any or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder all of such sharesShares specified in the Offer, such option to be exercised by giving, within 30 days after receipt of the Offer, a written counter-notice to Optionee. The shares of Restricted Stock shall not be subject to saleCompany or its designee may accept the Offer, executionin whole or in part, pledgeby delivering, attachment, encumbrance or other process and no person shall be entitled to exercise any rights within 30 days after receipt of the Participant as Offer a written notice thereof to the holder Optionee, specifying the number of Shares desired to be purchased by it. If the Company or its designee so elects to purchase any or all of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with this Section 413, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its designee, as the case may be, such Shares at the price and in accordance with the terms indicated in the Offer within 60 days from the date of receipt by the Company of the Offer. The Optionee may sell any or all of such Shares which the Company or its designee have not so elected to purchase during the 30 days following the expiration of the Offer Period, provided that such sale is made to the Offeror and only pursuant to the terms set forth in the Offer and, provided, further, that the purchaser thereof shall have executed a writing satisfactory to the Company, agreeing that such purchase shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSrestrictions on transfer set forth in this Section 13. If, TERMS AND CONDITIONS however, any or all such Shares are not sold by the Optionee in accordance with the terms set forth in the Offer within such 30 days, the restrictions on transfer set forth in this Section 13 shall again become applicable to such unsold Shares. The provisions of this Section 13 shall terminate on (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERi) CONTAINED IN THE PAR PACIFIC HOLDINGSthe effective date of a registration statement filed by the Company under the Securities Act of 1933, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSas amended (the “Act”), INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCwith respect to an underwritten public offering of the Common Stock or (ii) the closing date of a sale of assets or merger of the Company pursuant to which shareholders of the Company receive securities of a buyer whose shares are publicly traded.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any portion of the shares of Restricted Stock Shares or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfertransfer”)) until such portion of the Restricted Shares becomes vested in accordance with Section 4 of this Agreement. Any Transfer transfer or purported Transfer transfer by the Participant Employee of any of the shares of Restricted Stock Shares shall be null and void and the Company shall not recognize or give effect to such Transfer transfer on its books and records or recognize the person to whom such purported Transfer transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Shares shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Employee as the holder of such Restricted Stock Shares by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer transfer of the shares of Restricted Stock Shares shall lapse as provided in Section 4 hereof. Until All certificates representing the Restricted Shares shall have endorsed thereon the following legend: “The transferability of this certificate and the shares of Stock represented hereby vest are subject to the terms and conditions (including forfeiture) of the General Growth Properties, Inc. 2003 Incentive Stock Plan and a Restricted Stock Award Agreement. Copies of such Plan and Stock Agreement are on file at the office of the Secretary of General Growth Properties, Inc.” If and when the restrictions imposed herein on the transfer of Restricted Shares shall have lapsed as provided in accordance with Section 44 hereof, unlegended certificates for such shares shall be delivered to the Employee. Until such restrictions have lapsed, any certificates representing any Restricted Shares shall be subject held in custody by the Company. Employee may request the removal of such legend from certificates representing any Restricted Shares as to which the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCrestrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof.

Restrictions on Transfer. Except as otherwise provided in this Agreement29 The [Series A] Preferred Stock and the Registrable Securities shall not be sold, the Participant may not sellpledged, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void transferred, and the Company shall not recognize or give effect and shall issue stop-transfer instructions to its transfer agent with respect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachmentor transfer, encumbrance except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the [Series A] [Preferred Stock] and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Each certificate or instrument representing (i) the [Series A] Preferred Stock, (ii) the Registrable Securities, and (iii) any other process securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no person action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to exercise any rights of the Participant as the holder of sell, pledge, or transfer such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest Securities in accordance with Section 4, the Shares shall terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the following terms of this Subsection 2.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSlegend set forth in Subsection 2.12(b), TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSexcept that such certificate shall not bear such restrictive legend if, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSin the opinion of counsel for such Holder and the Company, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsuch legend is not required in order to establish compliance with any provisions of the Securities Act.

Restrictions on Transfer. (1) Except as otherwise provided for transfers to immediate family members who agree to be bound by the restrictions set forth in this AgreementSECTION 1.2 (or trusts for the benefit of family members of the Sellers, the Participant may trustees of which so agree), during the period (the "POOLING RESTRICTION PERIOD") beginning on the date hereof and ending such time as financial statements covering at least thirty (30) days of post-acquisition combined operations of TSI and the Company have been published, the Sellers shall not sell, assign, exchange, transfer, assign, pledge, encumber distribute or otherwise dispose of (in each case, a "TRANSFER") any of the shares of Restricted Stock or TSI Stock. Following the rights granted hereunder (any Pooling Restriction Period, the Sellers, in the aggregate and in proportion to the number of such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted TSI Stock shall be null and void and the Company shall not recognize or give effect held by each such Seller, may transfer up to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder 15 percent of such shares. The their shares of Restricted Stock shall not be subject to saleTSI Stock, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant so long as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest transfer is in accordance with Section 4the Future Sale Procedures set forth in SECTION 1.2(A)(2), PROVIDED, HOWEVER, that following the date which is six (6) months after the end of the Closing Date, the Shares Sellers shall be subject free from the restrictions of this SECTION 1.2(A)(1) to transfer the following restrictive legendremaining shares of TSI Stock held by such Sellers, so long as such transfers are in accordance with the Future Sale Procedures set forth in SECTION 1.2(A)(2). The certificates evidencing the TSI Stock shall bear a legend substantially in the form set forth below: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, OR OTHER DISPOSITION, OTHER THAN IN ACCORDANCE WITH SECTIONS 1.2 OF THE SHARES THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSOCTOBER 28, TERMS 1997, BY AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSAMONG ISSUER, CRUISEONE, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INCSELLERS NAMED THEREIN (THE "PURCHASE AGREEMENT"). A COPY UPON THE WRITTEN REQUEST OF THE PLAN HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO PROMPTLY REMOVE THIS RESTRICTIVE LEGEND (AND AWARD ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) TO THE EXTENT THE RESTRICTIONS SET FORTH IN SECTION 1.2 OF THE PURCHASE AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCNO LONGER APPLY.

Restrictions on Transfer. Except as otherwise provided in this AgreementPrior to December 31, the Participant may 1999, LDC shall not sell, assign, transfer, assign, pledge, encumber hypothecate, deposit in a voting trust or otherwise dispose of any portion of the LDC Shares (any such disposition, a "Share Transfer"), other than (x) to a Covered Employee in connection with the distribution of Bonus Shares or (y) to a Permitted Affiliate of LDC that has agreed in writing (the "Permitted Affiliate Section 3.1 Agreement") to be bound by the terms and provisions of this Section 3.1 to the same extent that LDC would be bound if it beneficially owned the shares of Restricted Common Stock transferred to such Permitted Affiliate of LDC and acknowledging the last sentence of Section 4.4. LDC shall promptly notify the Company of any Share Transfer to a Permitted Affiliate of LDC, which notification shall include a Permitted Affiliate Section 3.1 Agreement executed by each Permitted Affiliate of LDC to whom any shares of Common Stock have been transferred. If any Permitted Affiliate of LDC which owns any shares of Common Stock ceases for any reason to be a Permitted Affiliate of LDC, LDC shall promptly thereupon cause such former Permitted Affiliate of LDC to transfer all shares of Common Stock held by it to LDC or the rights granted hereunder (a Permitted Affiliate of LDC, and in no event shall any such disposition former Permitted Affiliate of LDC effect any Share Transfer in a manner that would be prohibited by this Section 3.1 if such Share Transfer were effected by LDC. On or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of after December 31, 1999, LDC shall not, and shall not permit any of its Affiliates to, directly or indirectly, effect any Share Transfer (other than to a Permitted Affiliate of LDC) 20 20 in a manner that would result in the shares acquisition by any other person to the extent that, to LDC's knowledge after due inquiry (it being understood that no such inquiry is required in respect of Restricted Stock shall be null and void and a non-prearranged sale over a securities exchange or other transactions where it is not possible to determine who the acquiror is, or in connection with a registered public offering where the Company shall not recognize or give controls the placement of shares), after giving effect to such Transfer on its books and records or recognize the Share Transfer, such acquiring person to whom such purported Transfer has been made as the legal or beneficial holder would hold in excess of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights five percent (5%) of the Participant as the holder total voting power of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer all voting securities of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCCompany.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may The Holder shall not sell, transfer, assign, pledge, encumber hypothecate or otherwise dispose of this Warrant to or in favor of any person or entity without the prior written consent of the Company; provided, however, that the Holder may assign this Warrant to an entity that controls, is controlled by, or is under common control with the Holder subject to the requirements set forth below in this Section 9. This Warrant and the shares issuable upon the exercise hereof have not been registered under the Securities Act, or under any state securities laws, and unless so registered, may not be transferred, sold, pledged, hypothecated or otherwise disposed of unless an exemption from such registration is available. In the event the Holder desires to transfer this Warrant or any of the shares issued upon exercise hereof, the Holder must give the Company prior written notice of Restricted Stock such proposed transfer including the name and address of the proposed transferee. Such transfer may be made only (i) upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer will not violate the provisions of the Securities Act or applicable state securities laws, or the rights granted hereunder rules and regulations promulgated thereunder; or (any such disposition ii) if this Warrant or encumbrance the shares to be sold or transferred have been registered under the Securities Act and there is in effect a current prospectus meeting the requirements of Subsection 10(a) of the Securities Act, which is being referred or will be delivered to herein as a “Transfer”)the purchaser or transferee at or prior to the time of delivery of this Warrant or the certificates evidencing the shares to be sold or transferred. Any Transfer assignment, transfer, pledge, hypothecation, or purported Transfer by the Participant other disposition of this Warrant or any of the shares issued upon exercise hereof attempted contrary to the provisions of Restricted Stock this Warrant shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCwithout effect.

Restrictions on Transfer. Except No Unreleased Shares subject to the Repurchase Option, nor any beneficial interest in such Shares, shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Holder, other than as otherwise provided expressly permitted or required by this Agreement. In order to ensure compliance with the restrictions on transfer set forth in this Agreement, the Participant Company may issue appropriate “stop transfer” instructions to its transfer agent. The Company shall not sell, transfer, assign, pledge, encumber be required (i) to transfer on its books any Unreleased Shares that have been sold or otherwise dispose transferred in violation of any of the shares provisions of Restricted Stock this Agreement or (ii) to treat as owner of such Unreleased Shares or to accord the rights granted hereunder (right to vote or pay dividends to any purchaser or other transferee to whom such disposition Unreleased Shares shall have been so transferred. The Grantee understands and agrees that the Company shall cause the legends set forth below or encumbrance being referred legends substantially equivalent thereto, to herein as a “Transfer”). Any Transfer or purported Transfer be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Participant Company or by state or federal securities laws: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN REPURCHASE AGREEMENT BETWEEN THE COMPANY AND THE NAMED STOCKHOLDER. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. Upon the release of the Repurchase Option with respect to any of the shares of Restricted Stock shall be null and void and Shares pursuant to Section 3(a) or 3(b), the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject will issue replacement certificate(s) to the following restrictive Holder evidencing such released Shares that do not bear such legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.

Restrictions on Transfer. THE PROVISIONS OF THIS SECTION SHALL APPLY ONLY TO A CLASS OF NOTES ISSUED IN A TRANSACTION NOT REGISTERED UNDER THE SECURITIES ACT AND NOT EXEMPT PURSUANT TO REGULATION S UNDER THE SECURITIES ACT (the "Non-Registered Notes"). Except as otherwise provided set forth in this Agreementthe Terms Supplement, the Participant Notes may not sellbe offered or sold except to institutional "accredited investors" (as defined in Rule 501(a) (1) - (3) under the Securities Act and "qualified institutional buyers" as defined in Rule 144A under the Securities Act in reliance on an exemption from the registration requirements of the Securities Act. The Non-Registered Notes will not have been registered or qualified under the Securities Act, or any state securities law. No transfer, assignsale, pledge, encumber pledge or otherwise dispose other disposition of any of the shares of Restricted Stock or the rights granted hereunder (any Non-Registered Note shall be made unless such disposition is made pursuant to an effective registration statement under the Securities Act and effective registration or encumbrance being referred qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. In the event that a transfer is to herein as a “Transfer”)be made in reliance upon an exemption from the Securities Act, the Indenture Trustee may require, in order to assure compliance with the Securities Act, that the Noteholders' prospective transferee certify to the Indenture Trustee in writing the facts surrounding such disposition. Any Transfer or purported Transfer by Unless the Participant of any of the shares of Restricted Stock Indenture Trustee requests otherwise, such certification shall be null and void and substantially in the Company shall form of Exhibit B hereto. In the event that such certification of facts does not recognize or give effect to such Transfer on its books and records or recognize face establish the person availability of an exemption under the Securities Act, the Trustee may require an opinion of counsel satisfactory to whom it that such purported Transfer has been transfer may be made as pursuant to an exemption from the legal or beneficial holder Securities Act, which opinion of such shares. The shares of Restricted Stock counsel shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights an expense of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment Indenture Trustee or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse Trust. Except as provided otherwise set forth in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4a Terms Supplement, the Shares shall be subject each Non-Registered Note will bear a legend substantially to the following restrictive legendeffect: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) (1) - (3) UNDER THE ACT OR A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR OR QUALIFIED INSTITUTIONAL BUYER, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT. THIS NOTE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS OR XXXXX PLANS SUBJECT TO EITHER TITLE I OF THE SHARES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF STOCK REPRESENTED HEREBY ARE SUBJECT TO 1974, AS AMENDED, OR SECTION 4975 OF THE RESTRICTIONSINTERNAL REVENUE CODE OF 1986, TERMS AND CONDITIONS AS AMENDED, OR (2) ENTITIES (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERINSURANCE COMPANY GENERAL ACCOUNTS) CONTAINED WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH PLAN'S ARRANGEMENTS OR ACCOUNT'S INVESTMENT IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCENTITIES.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Awardee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Awardee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Awardee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF __________, 20__, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF WHICH IS ON FILE AT THE PLAN AND PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSHALL BE NULL AND VOID.” If and when the restrictions imposed herein on the transfer of shares of Restricted Stock shall have lapsed as provided in Section 4 hereof, INCcertificates for such shares without the restricted stock legend set forth in this section shall be delivered to Awardee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. Awardee may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request shall be in writing to the General Counsel of the Company.

Restrictions on Transfer. (1) Except as otherwise provided for transfers to immediate family members of the Seller who agree to be bound by the restrictions set forth in this AgreementSECTION 2.2 (or trusts for the benefit of family members of the Seller, the Participant may trustees of which so agree), for a period of one year from the Closing Date, the Seller shall not sell, assign, exchange, transfer, assign, pledge, encumber distribute or otherwise dispose of any of the shares of Restricted TSI Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer received by the Participant Seller hereunder; provided that in the event that Purchaser provides a general waiver of any transfer restrictions to the former shareholders of Purchaser's Founding Companies (as such term is defined in Purchaser's Prospectus dated July 22, 1997 (the shares of Restricted Stock "Prospectus")), the Seller shall be null and void and also receive the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such sharessame waiver. The shares of Restricted certificates evidencing the TSI Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject delivered to the following restrictive legendSeller pursuant to this Agreement shall bear a legend substantially in the form set forth below and containing such other information as TSI may deem necessary or appropriate: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [ONE YEAR FROM CLOSING]. UPON THE WRITTEN REQUEST OF THE SHARES HOLDER OF STOCK REPRESENTED HEREBY ARE SUBJECT THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERTRANSFER AGENT) CONTAINED IN AFTER THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCDATE SPECIFIED ABOVE."

Restrictions on Transfer. Except as otherwise provided in this AgreementThe Registrable Securities shall not be sold, the Participant may not sellpledged, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void transferred, and the Company shall not recognize or give effect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachmentor transfer, encumbrance except upon the conditions specified in this Agreement and as contemplated in the Asset Purchase Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act; provided, however, that, subject to the conditions specified in the Asset Purchase Agreement, the Registrable Securities may be sold, pledged, or otherwise transferred (i) in any transaction in compliance with Rule 144 or (ii) in any transaction in which the Registrable Securities, as applicable, are sold, pledged or otherwise transferred to an Affiliate for no consideration. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Each certificate representing (i) the Registrable Securities, and (ii) any other process securities issued in respect of such securities, upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.10(c)) be stamped or otherwise imprinted with a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. The Holder consents to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.10. The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder's intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder's expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a "no person action" letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to exercise any rights of the Participant as the holder of sell, pledge, or transfer such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest Securities in accordance with Section 4, the Shares shall terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or "no action" letter (x) in any transaction in compliance with Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the following terms of this Section 2.10(c). Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSlegend set forth in Section 2.10(b), TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSexcept that such certificate shall not bear such restrictive legend if, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSin the opinion of counsel for such Holder and the Company, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsuch legend is not required in order to establish compliance with any provisions of the Securities Act.

Restrictions on Transfer. Except Each Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 9.7 and 9.8 of the applicable Loan Agreement; provided, that in the event any Lender assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements, such Lender shall deliver to the Agent a copy of any such assignment agreement or other documents referenced in Section 9.8 of the applicable Loan Agreement. If any assignment of a Lender’s interest pursuant to Section 9.8 of the applicable Loan Agreement is made at such time that a Lease Event of Default shall have occurred and be continuing, then the Lessee shall pay (as otherwise provided Supplemental Rent) the expenses incurred in this Agreementconnection with such assignment. The Lessor may, subject to the Participant rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents but only with the prior written consent of the Agent and (provided, no Lease Default or Lease Event of Default has occurred and is continuing) with the consent of the Lessee (which consent may not sellbe unreasonably withheld or delayed), transferdirectly or indirectly, assign, pledgeconvey, encumber appoint an agent with respect to enforcement of, or otherwise dispose transfer any of its right, title or interest in or to the Property, the Lease and the other Operative Agreements (including any right to indemnification thereunder), or any other document relating to the Property or any interest in the Property as provided in the Lease. Any such transfer by the Lessor shall be only to an Eligible Lessor. It is hereby agreed that it would be reasonable for the Lessee to [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. withhold its consent to any such assignment by Lessor if and to the extent such assignment would, in the commercially reasonable judgment of the Lessee, materially impair the Lessee’s ability to achieve its desired accounting treatment regarding the transactions evidenced by the Operative Agreements. The provisions of the immediately preceding sentence shall not apply to the obligations of the Lessor to transfer the Property to the Lessee or a third party purchaser pursuant to the Lease or the Agency Agreement upon payment for the Property in accordance with the terms and conditions of the Lease or the Agency Agreement. No Credit Party may assign any of the shares Operative Agreements or any of Restricted Stock their respective rights or obligations thereunder or with respect to the rights granted hereunder Property in whole or in part to any Person without the prior written consent of the Agent, the Mortgage Lenders, the Credit Lenders and the Lessor. Notwithstanding the foregoing (or any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of provision in any of the shares of Restricted Stock Operative Agreements to the contrary), the Lenders shall be null and void and have the Company shall not recognize right to transfer their respective interests or give effect grant a security interest in such interests to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance any Affiliate or other process and no person shall be entitled Lender or to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCa Federal Reserve bank.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose Beneficial ownership of any of the shares of every Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares Security shall be subject to the following restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Security pursuant to Section 2.02, unless such restrictions on transfer shall be terminated in accordance with this Section 3.06(b) or Section 3.10. The Holder of each Restricted Security, by such Xxxxxx’s acceptance thereof, agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 3.06 and by Section 2.02 and Section 3.10 upon the transferability of any particular Restricted Security shall cease and terminate upon such Restricted Security having been sold pursuant to an effective Resale Registration Statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Restricted Security as to which the restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for exchange to the Security Registrar in accordance with the provisions of this Section 3.06, be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSlegend required by Section 2.02. The Company shall inform the Trustee in writing of the effective date of any Resale Registration Statement registering the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned resale registration statement. Prior to the first anniversary of the last date of original issuance of the Securities (including through the exercise of the Initial Purchasers’ option to purchase additional Securities), TERMS AND CONDITIONS the Securities may not be sold by any affiliate (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERwithin the meaning of Rule 144 under the Securities Act) CONTAINED IN THE PAR PACIFIC HOLDINGSof the Company, INCexcept pursuant to an effective registration statement or in compliance with Rule 144. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSAs used in the preceding three paragraphs of this Section 3.06, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSthe term “transfer” encompasses any sale, INCpledge, transfer or other disposition of any Restricted Security.

Restrictions on Transfer. Except as THE HOLDER HEREOF MAY NOT SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS DEBENTURE EXCEPT BY (I) WILL OR THE LAWS OF DESCENT AND DISTRIBUTION OR (ii) A PLEDGE OF THIS DEBENTURE TO A LENDER AS SECURITY FOR LOANS TO PROVIDE ALL OR A PART OF THE FINANCING TO PURCHASE THIS DEBENTURE. THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT. NO TRANSFER OF THIS DEBENTURE (OR OF THE SERIES A PREFERRED STOCK INTO WHICH THIS DEBENTURE MAY BE CONVERTIBLE OR OF THE COMMON STOCK INTO WHICH SUCH SERIES A PREFERRED STOCK MAY BE CONVERTIBLE) SHALL BE PERMITTED UNTIL THE TRANSFEROR SHALL HAVE COMPLIED WITH ALL RESTRICTIONS ON TRANSFER SET FORTH HEREIN AND SUCH SECURITIES HAVE BEEN REGISTERED UNDER SUCH ACTS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A FAVORABLE OPINION FROM THE COMPANY’S LEGAL COUNSEL, OR FROM LEGAL COUNSEL ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH ACT. If this Debenture shall be sold, assigned, transferred, pledged, hypothecated or otherwise provided disposed of otherwise than in this Agreementaccordance herewith, the Participant may not sellsuch sale, assignment, transfer, assignpledge, hypothecation or other disposition shall be void, and the Company and any Debenture registrar shall not register any such sale, assignment, transfer, pledge, encumber hypothecation or otherwise dispose other disposition. Subject to the restrictions on transfer set forth herein, upon due presentment for registration of transfer of any Debenture at the principal office of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and Company in Houston, Texas, the Company shall not recognize register and execute and deliver in the name of the transferee or give effect transferees a new Debenture or Debentures for a like aggregate principal amount of authorized denominations. All Debentures presented or surrendered for exchange, registration of transfer, redemption, conversion or payment shall (if so required by the Company) be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to such Transfer on its books and records the Company duly executed by the holder thereof or recognize his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debentures, but the person Company may require payment of a sum sufficient to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance cover any tax or other process and no person shall governmental charge that may be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCrelation thereto.

Restrictions on Transfer. Except as Each FRAC Shareholder understands that the PMC Shares have not been registered under the Securities Act or registered or qualified under any foreign or state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise provided disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom. In any case where such an exemption is relied upon by each FRAC Shareholder from the registration requirements of the Securities Act and the registration or qualification requirements of such state securities laws, each FRAC Shareholder shall furnish PMC with an opinion of counsel stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in this Agreementany violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and opinion to be satisfactory to PMC. Each FRAC Shareholder acknowledges that it is able to bear the economic risks of an investment in the PMC Shares for an indefinite period of time, and that its overall commitment to investments that are not readily marketable is not disproportionate to its net worth. Each FRAC Shareholder understands that it is acquiring restricted shares of PMC Shares and will have a restricted stock legend placed on its stock certificate, when issued in certificate form. In order to reflect the restrictions on disposition of the shares, the Participant share certificates, when issued, to the FRAC Shareholders may not sellbe endorsed with restrictive legends, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as including a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject legend similar to the following restrictive legend: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION OR RESALE. THEY MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF STOCK REPRESENTED HEREBY ARE SUBJECT 1933 AND OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL FOR PMC THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND OTHER APPLICABLE SECURITIES LAWS. THE HOLDER MAY BE REQUIRED TO PROVIDE AN OPINION AT THE HOLDER’S COST TO THE RESTRICTIONSCOMPANY THAT SUCH TRANSFER IS PERMITTED WITHOUT REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCWHICH OPINION MUST BE ACCEPTABLE TO PMC’S COUNSEL.

Restrictions on Transfer. Except as otherwise provided in this AgreementEach Purchaser (and each transferee, the Participant may successor or assign of a Purchaser) further agrees that (a) it will not selloffer, transfer, assign, pledge, encumber sell or otherwise dispose of any the Series C Preferred (or the Common Stock in to which the Series C Preferred may be converted), unless such offer, sale or other disposition is effected in accordance with the terms of this Agreement and the Registration Rights Agreement and such offer, sale or other disposition is (i) registered under the Securities Act and applicable state securities laws, (ii) pursuant to Rule 144 of the shares Securities Act of Restricted 1933, or (iii) in compliance with an opinion of counsel to such Purchaser delivered to the Company and reasonably acceptable to the Company and its counsel to the effect that such offer, sale or other disposition thereof does not violate the Securities Act or applicable state securities laws, and (b) the certificate(s) representing the Series C Preferred (and any Common Stock into which the Series C Preferred maybe converted) shall bear legends in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, DOES NOT VIOLATE THE PROVISIONS THEREOF OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT OF 1933. Upon request of a Purchaser or other person who in accordance with the provisions of this SECTION 7.7 becomes a holder of Series C Preferred (or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”Common Stock into which the Series C Preferred has been converted). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and , the Company shall not recognize remove the legend set forth in the second paragraph above from the certificates evidencing such Series C Preferred or give effect Common Stock or issue to such Transfer on its books and records holder new certificates evidencing such Series C Preferred or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder Common Stock free of such shares. The shares legend, if such request is accompanied by an opinion of Restricted Stock shall counsel, reasonably satisfactory to the Company and its counsel, to the effect that such Series C Preferred or Common Stock, as applicable, is not be subject to sale, execution, pledge, attachment, encumbrance required by the Securities Act or other process and no person shall be entitled applicable law to exercise any rights of continue to bear the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment legend or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCa legend similar thereto.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “"Transfer”"). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: legend (in addition to any other legends that are customary or required on certificates representing shares of the Common Stock): "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED IN OF THE PAR PACIFIC HOLDINGS, AMERICAN COMMERCIAL LINES INC. 2012 LONG TERM INCENTIVE EQUITY AWARD PLAN FOR EMPLOYEES, OFFICERS AND DIRECTORS AND AN AWARD AGREEMENT FOR RESTRICTED STOCK ENTERED INTO BETWEEN THE REGISTERED OWNER AND AMERICAN COMMERCIAL LINES INC. COPIES OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN AT THE CORPORATE OFFICES OFFICE OF PAR PACIFIC HOLDINGS, THE SECRETARY OF AMERICAN COMMERCIAL LINES INC." Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company, and the Participant shall, as a condition of any award of Restricted Stock, have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such award. Participant may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request shall be in writing to the Senior Vice President, Law & Administration, of the Company with a copy to the Chairman of the Compensation Committee of the Company.

Restrictions on Transfer. Except as otherwise provided I understand that (i) neither the Notes or Common Stock nor the shares of common stock issuable upon conversion of the Notes (if any), have been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this AgreementOffering or made any finding or determination relating to the fairness of an investment in the Company, and (iii) the Participant Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. I acknowledge that the Notes, Common Stock and the shares of common stock underlying the Notes are subject to restrictions on transferability and may not sellbe resold, transfer, assign, pledge, encumber assigned or otherwise dispose disposed of any unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I further acknowledge that, although the Company has agreed to file a Registration Statement covering the resale by me of the Common Stock and of the shares of Restricted Stock or underlying the Note, (i) there is no assurance that the Company will do so, (ii) the registration rights granted hereunder to me pursuant to Section 7 of Schedule 1 are substantially limited, (any iii) such disposition or encumbrance being referred Registration Statement, if filed, may not be declared effective or, (iv) if declared effective, the Company may not be able to herein as a “Transfer”)keep it effective until I effect the resale of securities registered thereby. Any Transfer or purported Transfer by I understand that the Participant of any of certificates evidencing the Notes, Common Stock and the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights common stock issuable upon conversion of the Participant as Notes will bear the holder of such Restricted Stock by virtue of any attempted executionlegends set forth below: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereofAS AMENDED ("ACT") OR APPLICABLE STATE LAW. Until the Shares represented hereby vest in accordance with Section 4THE SECURITIES MAY NOT BE PLEDGED, the Shares shall be subject to the following restrictive legend: SOLD, ASSIGNED OR TRANSFERRED IN THE TRANSFERABILITY ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SHARES ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF STOCK REPRESENTED HEREBY ARE SUBJECT COUNSEL, SATISFACTORY TO THE RESTRICTIONSCOMPANY, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF THAT SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCREGISTRATION IS NOT REQUIRED."

Restrictions on Transfer. Except as otherwise provided in this AgreementThe Purchaser (and each transferee, the Participant may successor or assign of a Purchaser) further agrees that (a) it will not selloffer, transfer, assign, pledge, encumber sell or otherwise dispose of any the Series D Preferred (or the Common Stock in to which the Series D Preferred may be converted), unless such offer, sale or other disposition is effected in accordance with the terms of this Agreement and the Registration Rights Agreement and such offer, sale or other disposition is (i) registered under the Securities Act and applicable state securities laws, (ii) pursuant to Rule 144 of the shares Securities Act of Restricted 1933, or (iii) in compliance with an opinion of counsel to such Purchaser delivered to the Company and reasonably acceptable to the Company and its counsel to the effect that such offer, sale or other disposition thereof does not violate the Securities Act or applicable state securities laws, and (b) the certificate(s) representing the Series D Preferred (and any Common Stock into which the Series D Preferred maybe converted) shall bear legends in substantially the following form: THE TRANSFER AND VOTING OF THESE SHARES IS SUBJECT TO THE TERMS OF A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 11, 1996 AND A PREFERRED STOCKHOLDERS' SALES AGREEMENT DATED AS OF NOVEMBER 11, 1996, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, Upon request of the Purchaser or other person who in accordance with the provisions of this SECTION 7.7 becomes a holder of Series D Preferred (or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”Common Stock into which the Series D Preferred has been converted). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and , the Company shall not recognize remove the legend set forth in the second paragraph above from the certificates evidencing such Series D Preferred or give effect Common Stock or issue to such Transfer on its books and records holder new certificates evidencing such Series D Preferred or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder Common Stock free of such shares. The shares legend, if such request is accompanied by an opinion of Restricted Stock shall counsel, reasonably satisfactory to the Company and its counsel, to the effect that such Series D Preferred or Common Stock, as applicable, is not be subject to sale, execution, pledge, attachment, encumbrance required by the Securities Act or other process and no person shall be entitled applicable law to exercise any rights of continue to bear the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment legend or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCa legend similar thereto.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop-transfer instructions with respect to the shares of Restricted FIRST BANKING Common Stock received by the undersigned pursuant to the Merger will be given to FIRST BANKING's Transfer Agent and that there will be placed on the certificates for such shares, or the rights granted hereunder (any such disposition or encumbrance being referred shares issued in substitution thereof, a legend stating in substance: The shares represented by this certificate were issued pursuant to herein a business combination which is accounted for as a “Transfer”)"pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as First Banking Company of Southeast Georgia ("FIRST BANKING") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. Any Transfer In addition, the shares represented by this certificate may not be sold, transferred or purported Transfer otherwise disposed of except or unless (1) covered by an effective registration statement under the Participant Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is an affiliate of FIRST BANKING) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for FIRST BANKING that such sale or transfer is otherwise exempt from the registration requirements of such Act. Such legend will also be placed on any certificate representing FIRST BANKING securities issued subsequent to the original issuance of FIRST BANKING Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the FIRST BANKING Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner as to justify the removal of the legend therefrom. Upon the request of the undersigned, FIRST BANKING shall cause the certificates representing the shares of Restricted FIRST BANKING Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect reissued free of any legend relating to such Transfer restrictions on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock transfer by virtue of any attempted executionASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, attachment if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the FIRST BANKING Common Stock received by the undersigned pursuant to the Merger, or other process until at the restrictions imposed herein on expiration of the Transfer restrictive period set forth in Rule 145(d), FIRST BANKING, upon the request of the undersigned, will cause the certificates representing the shares of Restricted FIRST BANKING Common Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject issued to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERundersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCupon receipt by FIRST BANKING of an opinion of its counsel to the effect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Employee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Employee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF AUGUST 16, 2010 BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF WHICH IS ON FILE AT THE PLAN AND PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSHALL BE NULL AND VOID.” If and when the restrictions imposed herein on the transfer of shares of Restricted Stock shall have lapsed as provided in Section 4 hereof, INCcertificates for such shares without the restricted stock legend set forth in this section shall be delivered to the Employee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. Employee may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request shall be in writing to the General Counsel of the Company.

Restrictions on Transfer. Except A. The Purchaser hereby makes the investment representations listed on Exhibit Al to the Company as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares date of Restricted this Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein Agreement and as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares date of Restricted the Closing, and agrees that such representations are incorporated into this Stock shall be null Agreement by this reference, such that the Company may rely on them in issuing the Shares. Purchaser understands and void and agrees that the Company shall not recognize cause the legends set forth below, or give effect substantially equivalent legends, to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise placed upon any rights certificate(s) evidencing ownership of the Participant as Shares, together with any other legends that may be required by the holder of such Restricted Stock Company or by virtue of any attempted execution, attachment applicable state or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legendfederal securities laws: THE TRANSFERABILITY SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED. SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT, THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONSCERTAIN RESTRICTIONS ON TRANSFER, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED A RIGHT OF FIRST REFUSAL, A LOCK-UP PERIOD IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN EVENT OF A PUBLIC OFFERING AND AN AWARD A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER ISSUER AND THE ORIGINAL HOLDER OF SUCH SHARES AND PAR PACIFIC HOLDINGSTHESE SHARES, INC. A COPY OF WHICH MAY BE OBTAINED AT THE PLAN PRINCIPAL OFFICE OF THE ISSUER, SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL, LOCK-UP PERIOD AND AWARD AGREEMENT REPURCHASE OPTION ARE BINDING ON FILE IN THE CORPORATE OFFICES TRANSFEREES OF PAR PACIFIC HOLDINGS, INCTHESE SHARES.

Restrictions on Transfer. Except as otherwise provided in The Holder acknowledges that he has been advised by the Company that this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of Warrant and the shares of Restricted Common Stock or (the rights granted hereunder (“Warrant Shares” and collectively with this Warrant, the “Securities”) have not been registered under the Act, that the Warrant is being issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by Section 4(2) of the Act relating to transactions by an issuer not involving any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer public offering, and that the Company’s reliance upon this statutory exemption is based in part upon the representations made by the Participant of any Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the shares limitations imposed by the Act and the rules and regulations thereunder on the transfer of Restricted Stock securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be null and void valid or effective, and the Company shall not recognize or be required to give any effect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, executionassignment or transfer, pledgeunless (i) the sale, attachment, encumbrance assignment or other process and no person shall be entitled to exercise any rights transfer of the Participant Securities is registered under the Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the holder of such Restricted Stock by virtue of any attempted executionSecurities are sold, attachment assigned or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest transferred in accordance with Section 4all the requirements and limitations of Rule 144 under the Act or such sale, assignment, or transfer is otherwise exempt from registration under the Act. The Holder represents and warrants that he has acquired this Warrant and will acquire the Warrant Shares shall be subject for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the securities shall bear the following restrictive legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED (THE SHARES “ACT”). SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF STOCK REPRESENTED HEREBY ARE SUBJECT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE RESTRICTIONSCOMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST OFFER, TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCACT.

Restrictions on Transfer. Except as otherwise provided The Warrantholder, by its acceptance of this Warrant, agrees to be bound by the provisions of this ARTICLE V and acknowledges and confirms that this Warrant and any Warrant Shares issued upon exercise of all or part of this Warrant have not been registered under the Securities Act or any applicable state securities laws, and may not be sold or transferred except in compliance with and subject to the Securities Act and such state securities laws. Unless and until this AgreementWarrant and such Warrant Shares have been registered under the Securities Act and such state securities laws, the Participant Company may not sellrequire, transfer, assign, pledge, encumber as a condition to effecting any sale or otherwise dispose transfer of any this Warrant or such Warrant Shares on the books of the shares Company, an opinion of Restricted Stock counsel reasonably satisfactory to the Company to the effect that an exemption from registration under the Securities Act and such state securities laws is available for the proposed transfer or assignment; PROVIDED, HOWEVER, that if the rights granted hereunder Warrant Shares have been held by the Warrantholder for at least one (any 1) year and are proposed to be sold in compliance with Rule 144 under the Securities Act, no such disposition or encumbrance being referred to herein as a “Transfer”)opinion of counsel shall be required. Any Transfer purported sale or purported Transfer by the Participant transfer of any of the shares of Restricted Stock this Warrant and/or such Warrant Shares shall be null and void and unless made in compliance with the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse conditions set forth in this ARTICLE V. Except as provided in Section 4 hereof. Until SECTION 5.3, (a) this Warrant and any warrant of the Company issued in exchange or replacement for this Warrant shall be stamped or otherwise imprinted with a legend in substantially the form set forth on the cover of this Warrant; and (b) each stock certificate for Warrant Shares represented hereby vest in accordance with Section 4, issued upon the exercise of this Warrant and each stock certificate issued upon the transfer of any such Warrant Shares shall be subject stamped or otherwise imprinted with a legend substantially to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsame effect.

Restrictions on Transfer. Except as otherwise provided in this AgreementThe Purchaser agrees that (a) the Purchaser will not offer, the Participant may not sell, transfer, assigngive, pledge, encumber hypothecate or otherwise dispose of any of the shares of Restricted Series C Preferred Stock (or the rights granted hereunder Common Stock into which it may be converted) or make any attempt to do the foregoing unless such offer, sale, transfer, gift, pledge, hypothecation or other disposition is (i) registered under the Securities Act and any applicable state securities law, or (ii) in compliance with an opinion of counsel to the Purchaser, delivered to the Company and reasonably acceptable to counsel for the Company, to the effect that such offer, sale, pledge, hypothecation or other disposition thereof does not violate the Securities Act or encumbrance being referred to herein as applicable state securities law, and (b) the certificate(s) representing the Series C Preferred Stock (and any Common Stock into which it may be converted) shall bear a “Transfer”legend stating in substance: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. Any Transfer NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COUNSEL FOR THIS CORPORATION, IS AVAILABLE. Upon request of a holder of Series C Preferred Stock (or purported Transfer by the Participant of any of the shares of Restricted Common Stock shall be null and void and into which it has been converted), the Company shall not recognize remove the legend set forth above from the certificates evidencing such Series C Preferred Stock or give effect Common Stock or issue to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder new certificates therefor free of such shares. The shares legend, if with such request the Company shall have received an opinion of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as counsel selected by the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject and reasonably satisfactory to the following restrictive Company, in form and substance reasonably satisfactory to the Company, to the effect that such Series C Preferred Stock or Common Stock is not required by the Securities Act to continue to bear the legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may The Subscriber shall not sell, transfer, assign, pledge, or otherwise encumber or otherwise dispose of any the Restricted Shares until the expiration of the shares Restricted Period, and the satisfaction of any other conditions prescribed by the Board of Directors, relating to such Restricted Stock Shares (except, subject to the provisions of the participant’s stock restriction agreement, by will or the rights granted hereunder (any such disposition laws of descent and distribution or encumbrance being referred pursuant to herein a qualified domestic relations order as a “Transfer”). Any Transfer or purported Transfer defined by the Participant Code or Title I of any ERISA or the rules promulgated thereunder) and all of the shares of Restricted Stock Shares as to which restrictions have not at the time lapsed shall be null forfeited and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any all rights of the Participant as the holder of participant to such Restricted Stock by virtue Shares shall terminate without further obligation on the part of the Corporation unless the participant has remained in a Business Relationship with the Corporation or any of its subsidiaries until the expiration or termination of the Restricted Period and the satisfaction of any attempted executionother conditions prescribed by the Board of Directors applicable to such Restricted Shares. “Business Relationship” means that a person is serving the Corporation, attachment its parent, if applicable, or other process until any of its subsidiaries, if applicable, in the restrictions imposed herein capacity of an employee, officer, director, advisor or consultant. Upon the forfeiture of any Restricted Shares, such forfeited shares shall be transferred to the Corporation without further action by the participant. At the discretion of the Board of Directors, cash and stock dividends with respect to the Restricted Shares may be either currently paid or withheld by the Corporation for the participant’s account, and interest may be paid on the Transfer amount of cash dividends withheld at a rate and subject to such terms as determined by the shares Board of Restricted Stock Directors. The participant shall lapse as provided in Section 4 hereof. Until have the Shares represented hereby vest in accordance with Section 4same rights and privileges, the Shares shall and be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSsame restrictions, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCwith respect to any shares received pursuant to Section 16 of the Plan.

Restrictions on Transfer. Except as otherwise provided in this Agreement, I understand that (i) the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of Notes and Warrants (and the shares of Restricted Common Stock underlying such securities) have not been registered under the Securities Act or the rights granted hereunder securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any such disposition state or encumbrance being referred the federal government has recommended or endorsed this Offering or made any finding or determination relating to herein as a “Transfer”). Any Transfer or purported Transfer the fairness of an investment in the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Participant of any of Securities Act and certain state securities laws. I acknowledge that the Notes and Warrants are (and the shares of Restricted Common Stock shall issuable upon conversion or exercise thereof, when issued, will be) subject to restrictions on transferability and may not be null resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and void and under applicable securities laws of certain states or an exemption from such registration is available. I further acknowledge that, although the Company shall not recognize or give effect has agreed to file a registration statement covering the resale by me of the Note Shares, Warrants and Warrant Shares, (i) there is no assurance that the Company will do so, (ii) such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall registration statement, if filed, may not be subject declared effective or (iii) if declared effective, the Company may not be able to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights keep it effective until I effect the resale of securities registered thereby. I understand that each certificate evidencing each of the Participant as Securities will bear the holder of such Restricted Stock by virtue of any attempted executionlegend set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereofAS AMENDED (“ACT”) OR APPLICABLE STATE LAW. Until the Shares represented hereby vest in accordance with Section 4THE SECURITIES MAY NOT BE PLEDGED, the Shares shall be subject to the following restrictive legend: SOLD, ASSIGNED OR TRANSFERRED IN THE TRANSFERABILITY ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SHARES ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF STOCK COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD PROVISIONS OF A SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES HOLDER HEREOF AND PAR PACIFIC HOLDINGSTHE COMPANY, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE WHICH IS ON FILE IN THE CORPORATE PRINCIPAL OFFICES OF PAR PACIFIC HOLDINGS, INCTHE COMPANY.”

Restrictions on Transfer. Except as otherwise provided The Warrantholder, by its acceptance of this Warrant, agrees to be bound by the provisions of this ARTICLE V and acknowledges and confirms that this Warrant and any Warrant Shares issued upon exercise of all or part of this Warrant have not been registered under the Securities Act or any applicable state securities laws, and may not be sold or transferred except in compliance with and subject to the Securities Act and such state securities laws. Unless and until this AgreementWarrant and such Warrant Shares have been registered under the Securities Act and such state securities laws, the Participant Company may not sellrequire, transfer, assign, pledge, encumber as a condition to effecting any sale or otherwise dispose transfer of any this Warrant or such Warrant Shares on the books of the shares Company, an opinion of Restricted Stock counsel reasonably satisfactory to the Company to the effect that an exemption from registration under the Securities Act and such state securities laws is available for the proposed transfer or assignment or a certification reasonably satisfactory to the rights granted hereunder counsel of the Company in its professional determination from the transferee that it is an accredited investor as defined under the Securities Act and regulations promulgated thereunder; PROVIDED, HOWEVER, that if the Warrant Shares have been held (any both legally and beneficially) by the Warrantholder for at least one (1) year and are proposed to be sold in compliance with Rule 144 under the Securities Act, no such disposition or encumbrance being referred to herein as a “Transfer”)opinion of counsel shall be required. Any Transfer purported sale or purported Transfer by the Participant transfer of any of the shares of Restricted Stock this Warrant and/or such Warrant Shares shall be null and void and unless made in compliance with the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse conditions set forth in this ARTICLE V. Except as provided in Section 4 hereof. Until SECTION 5.3, (a) this Warrant and any warrant of the Company issued in exchange or replacement for this Warrant shall be stamped or otherwise imprinted with a legend in substantially the form set forth on the cover of this Warrant; and (b) each stock certificate for Warrant Shares represented hereby vest in accordance with Section 4, issued upon the exercise of this Warrant and each stock certificate issued upon the transfer of any such Warrant Shares shall be subject stamped or otherwise imprinted with a legend substantially to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsame effect.

Restrictions on Transfer. Except as otherwise provided (a) Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.25(a) to bear the legend set forth in this AgreementSection 2.25(a) (together with any Lexington Common Shares issued upon exchange of such Notes, collectively, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of "Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares Securities") shall be subject to the restrictions on transfer set forth in this Section 2.25(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Issuer, and the Holder of each such Restricted Security, by such Holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.25(a), the term "transfer" means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales of Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following restrictive legendform, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED (THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS"SECURITIES ACT"), TERMS OR ANY STATE SECURITIES LAWS, AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE PAR PACIFIC HOLDINGSFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.HOLDER:

Restrictions on Transfer. Except as otherwise provided in this AgreementRegardless of whether the offering and sale of Shares under the Plan has been registered under the Securities Act or has been registered or qualified under the securities laws of any country, the Participant Company may not sellimpose restrictions upon the offer of Shares of Options and the sale, transferpledge or other transfer of Shares (including the placement of appropriate legends on stock certificates) if, assignin the judgment of the Company and its counsel, pledgesuch restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, encumber or otherwise dispose the securities laws of any country or any other law. In the event that the sale of Shares under the shares of Restricted Stock Plan is not registered under the Securities Act or the rights granted hereunder (securities law of any other country, but exemptions are available which require that the participant make various representations and warranties, the Company may require such disposition representations and warranties from the participant as are deemed necessary or encumbrance being referred to herein appropriate by the Company and its counsel as a “Transfer”)condition precedent to offering or issuing any Shares. Any Transfer To the extent that restrictive legends or purported Transfer by the Participant of other notations are required with regard to any of the shares of Restricted Stock shall be null and void and Shares, the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise put such legends or notations as appropriate in its register of members and, to the extent that the certificates are issued representing such Shares, the Company shall be entitled to place such restrictive legends and notations as are deemed necessary or appropriate by the Company and its counsel in order to comply with any rights applicable law. In the event the sale of the Participant as Shares is not registered under the holder of such Restricted Stock by virtue of any attempted executionSecurities Act, attachment or other process until to the restrictions imposed herein on extent the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4Company and its counsel deem it advisable, the Shares shall be subject to bear the following restrictive legend: "THE TRANSFERABILITY SALE OF THE SHARES OF STOCK SECURITIES REPRESENTED HEREBY ARE SUBJECT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED SUCH TRANSFER OR IN THE PAR PACIFIC HOLDINGSOPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE TO COMPLY WITH THE ACT." Any determination by the Company and its counsel in connection with any of the matters set forth in this clause 5.17.2 shall be conclusive and binding on all persons. The Company may, INCbut shall not be obligated to, register or qualify the sale of Shares under the Securities Act, the securities laws of any country or any other applicable law. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSThe Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under the Plan to comply with any law. If, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSin the opinion of the Company and its counsel, INCany legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

Restrictions on Transfer. Except as otherwise provided in this Agreement(a) It will not offer, the Participant may not sell, transfer, assign, pledge, encumber hypothecate, or otherwise dispose of any of the shares of Restricted Stock Shares (or the rights granted hereunder Common Stock to which such shares may be converted) unless such offer, sale, pledge, hypothecation or other disposition is (i) registered under the Securities Act, or (ii) in compliance with an opinion of counsel to the Purchaser, delivered to the Company and reasonably acceptable to the Company, to the effect that such offer, sale, pledge, hypothecation or other disposition thereof does not violate the Securities Act, and (b) the certificate(s) representing the Shares (and any Common Stock to which such disposition or encumbrance being referred to herein as shares may be converted) shall bear a “Transfer”)legend stating in substance: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION DOES NOT VIOLATE THE PROVISIONS THEREOF. Any Transfer or purported Transfer by the Participant Upon request of any a holder of the shares of Restricted Stock shall be null and void and Series C Preferred, the Company shall not recognize remove the legend set forth above from the certificates evidencing such Shares, or give effect issue to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder new certificates therefor free of such shares. The shares legend, if with such request the Company shall have received an opinion of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as counsel selected by the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject and reasonably satisfactory to the following restrictive Company, in form and substance reasonably satisfactory to the Company, to the effect that such Shares are not required by the Securities Act to continue to bear the legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.

Restrictions on Transfer. Except as otherwise provided in this AgreementThe Warrantholders each agree, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose for itself and for each subsequent holder of any of Warrant, that such Warrants and the shares of Restricted Common Stock issuable upon exercise of such Warrant may not be sold or transferred except in compliance with the rights granted hereunder (any such disposition or encumbrance being referred Securities Act of 1933 and that the certificates issued to herein as a “Transfer”). Any Transfer or purported Transfer by evidence the Participant of any of Warrants and the shares of Restricted Common Stock issued under the Warrants shall bear the following legends: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO SALE OR OTHER DISPOSITION OR PLEDGE OF THESE SECURITIES OR THE SECURITIES UNDERLYING THESE SECURITIES CAN BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR A NO ACTION LETTER OR INTERPRETIVE OPINION OF THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. THE HOLDER OF THIS WARRANT HAS AGREED NOT TO OFFER, SELL, CONTRACT TO SELL, OR GRANT ANY OPTION TO PURCHASE OR OTHERWISE DISPOSE OF ANY OF THE SECURITIES EVIDENCED BY THIS WARRANT FOR A PERIOD OF TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE OF AN INITIAL PUBLIC OFFERING (THE "IPO") BY THE CORPORATION OF ITS EQUITY SECURITIES (OR SUCH LONGER PERIOD AS MAY BE REQUIRED BY ANY FEDERAL OR STATE REGULATORY AGENCY) WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGING UNDERWRITER OF THE IPO. provided that no certificate representing the shares of Common Stock shall be null and void and required to bear the Company shall not recognize first legend provided above if (a) the securities represented thereby are sold or give effect transferred (i) in a public offering pursuant to such Transfer on its books and records an effective registration statement under the Act or recognize (ii) pursuant to Rule 144 under the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCAct.

Restrictions on Transfer. Except as otherwise provided in The Holder of this AgreementWarrant, by acceptance thereof; agrees that, absent an effective registration statement, under the Participant may Securities Act of 1933 (the “Act”), covering the disposition of this Warrant or the Common Stock issued or issuable upon exercise hereof, such Holder will not sell, transfer, assign, pledge, encumber sell or otherwise dispose transfer any or all of any this Warrant or such Common Stock without first providing the Company’s transfer agent with an opinion of Company counsel to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the shares of Restricted Act. The certificates evidencing the Warrant and Common Stock or the rights granted hereunder (any which will be delivered to such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Holder by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to bear substantially the following restrictive legend: THE TRANSFERABILITY SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER. PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE ACCOMPLISHED IN THE PAR PACIFIC HOLDINGSABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL SATISFACTORY TO TACTICAL AIR DEFENSE SERVICES, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF THAT SUCH SHARES AND PAR PACIFIC HOLDINGSREGISTRATION IS NOT REQUIRED. Each Holder of this Warrant, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSat the time all or a portion of such Warrant is exercised, INCagrees to make such written representations to the Company as the Company may request, in order that the Company may be satisfied that such exercise of the Warrant and consequent issuance of Common Stock will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of The undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted BancTrust Common Stock received by the undersigned pursuant to the Merger will be given to BancTrust's Transfer Agent and that there will be placed on the certificates of such shares, or shares issued in substitution thereof, a legend stating in substance: The shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the rights granted hereunder Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of BancTrust Financial Group, Inc.) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of BancTrust Financial Group, Inc.) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for BancTrust Financial Group, Inc. that such sale or transfer is otherwise exempt from the registration requirements of such Act. Such legend will also be placed on any such disposition or encumbrance being referred certificate representing BancTrust securities issued subsequent to herein the original issuance of the BancTrust Common Stock pursuant to the Merger as a “Transfer”)result of any stock dividend, stock split, or other recapitalization as long as the BancTrust Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Any Transfer or purported Transfer If the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable of the BancTrust Common Stock received by the Participant undersigned pursuant to the Merger, or at the expiration of any the restrictive period set forth in Rule 145(d), BancTrust, upon the request of the undersigned, will cause the certificates representing the shares of Restricted BancTrust Common Stock shall issued to the undersigned in connection with the Merger to be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue reissued free of any attempted execution, attachment or other process until legend relating to the restrictions imposed herein on the Transfer set forth in Rules 144 and 145(d) upon receipt by BancTrust of the shares an opinion of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject its counsel to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCeffect that such legend may be removed.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “"Transfer”"). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: legend (in addition to any other legends that are customary or required on certificates representing shares of the Common Stock): "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED IN OF THE PAR PACIFIC HOLDINGS, AMERICAN COMMERCIAL LINES INC. 2012 LONG TERM 2005 STOCK INCENTIVE PLAN AND AN AWARD AGREEMENT FOR RESTRICTED STOCK ENTERED INTO BETWEEN THE REGISTERED OWNER AND AMERICAN COMMERCIAL LINES INC. COPIES OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN AT THE CORPORATE OFFICES OFFICE OF PAR PACIFIC HOLDINGS, THE SECRETARY OF AMERICAN COMMERCIAL LINES INC." Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company, and Participant shall, as a condition of any award of Restricted Stock, have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such award. Participant may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request shall be in writing to the Senior Vice President, Law and Administration, of the Company with a copy to the Chairman of the Compensation Committee of the Company.

Restrictions on Transfer. Except as otherwise provided The Holder, by its acceptance hereof, ------------------------ represents and warrants that it is acquiring the Warrants and any Common Stock issued upon the exercise of this Warrant for investment purposes, for its own account, and not with an intent to sell or distribute the Warrants or any such Common Stock except in compliance with applicable United States federal and state securities law. Neither this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of Warrant nor any of the shares Common Stock issued upon the exercise of Restricted Stock this Warrant, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities laws and the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”)terms and conditions hereof. Any Transfer or purported Transfer by the Participant The provisions of any this Section 9 shall be binding upon all subsequent holders of this Warrant, if any. This Warrant and the shares of Restricted Common Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to securities issued upon exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares this Warrant shall be subject to a stop- transfer order and the certificate or certificates evidencing any such shares or securities shall bear the following restrictive legend: THE TRANSFERABILITY OF "THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF STOCK REPRESENTED HEREBY ARE SUBJECT 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE RESTRICTIONSCORPORATION OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TERMS ASSIGNMENT OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCLAWS."

Restrictions on Transfer. Except (a) Purchaser hereby makes the investment representations listed on Exhibit A to Company as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares date of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein this Agreement and as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights date of the Participant as Closing, and agrees that such representations are incorporated into this Agreement by this reference, such that Company may rely on them in issuing the holder of such Restricted Stock by virtue of Shares. Purchaser understands and agrees that the legends set forth below, or substantially equivalent legends, will be placed upon any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer certificate(s) evidencing ownership of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance Shares, together with Section 4, the Shares shall any other legends that may be subject to the following restrictive legendrequired by Company or by applicable state or federal securities laws: THE TRANSFERABILITY SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A MARKET STANDOFF PROVISION, A RIGHT OF FIRST REFUSAL, AND, FOR SOME OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO BY THIS CERTIFICATE, A REPURCHASE OPTION HELD BY THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERISSUER OR ITS ASSIGNEE(S) CONTAINED AS SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD RESTRICTED STOCK PURCHASE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER ISSUER AND THE ORIGINAL HOLDER OF SUCH SHARES AND PAR PACIFIC HOLDINGSTHESE SHARES, INC. A COPY OF WHICH MAY BE OBTAINED AT THE PLAN PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, MARKET STANDOFF PROVISION, RIGHT OF FIRST REFUSAL AND AWARD AGREEMENT REPURCHASE OPTION ARE BINDING ON FILE IN THE CORPORATE OFFICES TRANSFEREES OF PAR PACIFIC HOLDINGS, INCTHESE SHARES.

Restrictions on Transfer. Except as otherwise provided in The Holder of this AgreementWarrant, by acceptance thereof; agrees that, absent an effective registration statement, under the Participant may Securities Act of 1933 (the “Act”), covering the disposition of this Warrant or the Common Stock issued or issuable upon exercise hereof, such Holder will not sell, transfer, assign, pledge, encumber sell or otherwise dispose transfer any or all of any this Warrant or such Common Stock without first providing the Company’s transfer agent with an opinion of Company counsel to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the shares of Restricted Act. The certificates evidencing the Warrant and Common Stock or the rights granted hereunder (any which will be delivered to such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Holder by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to bear substantially the following restrictive legend: THE TRANSFERABILITY SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER. PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE ACCOMPLISHED IN THE PAR PACIFIC HOLDINGSABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL SATISFACTORY TO CORRUVEN, INC. 2012 LONG TERM INCENTIVE PLAN THAT SUCH REGISTRATION IS NOT REQUIRED. THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S.PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND AN AWARD AGREEMENT ENTERED INTO BETWEEN WITHOUT REGISTRATION WITH THE REGISTERED OWNER UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT, TRANSFER OF SUCH THESE SHARES AND PAR PACIFIC HOLDINGSIS PROHIBITED, INCEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. A COPY HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS CERTIFICATE MAY NOT BE TRANSFERRED UNTIL AFTER ONE YEAR FROM THE DATE OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSTHIS CERTIFICATE.” Each Holder of this Warrant, INCat the time all or a portion of such Warrant is exercised, agrees to make such written representations to the Company as the Company may request, in order that the Company may be satisfied that such exercise of the Warrant and consequent issuance of Common Stock will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.

Restrictions on Transfer. Except as otherwise provided (a) Anything contained in this AgreementAgreement to the contrary notwithstanding, for the Participant period from the date of this Agreement until the Effective Date of a Registration Statement to be filed by the Company under the Securities Act of 1933, as amended, relating to the registration and sale of Units, each Unit consisting of a share of the Company's Common Stock and a Class A and a Class B Warrant, by D. H. Xxxxx Xxxestment Banking Corp. (the "Underwriter"), and for the further period commencing with such Effective Date and ending thirteen (13) months thereafter (the "lock-up" period for such Common Stock required by the Underwriter) the Shareholder may not sellwithdraw any Shares Deposited from the Trust. Upon the expiration of such thirteen (13) month period, transferany Shareholder, assignon ten (10) days' prior written notice to the Trustee, pledgeaccompanied by the Voting Trust Certificate therefor, encumber may withdraw from the Shares Deposited any or otherwise dispose of any all of the shares of Restricted Common Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall represented by such Voting Trust Certificate, provided that such Shares Deposited are not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be then subject to salethe Escrow Agreement or, executionif subject to the Escrow Agreement, pledge, attachment, encumbrance or other process are released in accordance therewith and no person shall be entitled which the Shareholder intends and is permitted to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest sell in accordance with Section 4the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The Depositor shall notify the Trustee of any such sale and the Trustee shall in a timely manner deliver a certificate for the Shares sold to the Depositor free of the legend required by the terms of this Agreement. Any such released stock may not be voted by the Shareholder but only by the transferee of such stock from the Shareholder. Any released shares which are not sold or otherwise transferred beyond the control of the Shareholder within thirty (30) days of the release shall be subject to deemed redeposited by the Shareholder with the Trustee. The Trustee shall return the certificate(s) representing all Shares withdrawn in accordance herewith and provide a new Voting Trust Certificate for all Shares Deposited which remain deposited following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsuch withdrawal.

Restrictions on Transfer. (a) Except as otherwise permitted by the Administrator, none of the Award AOLTIP Units granted hereunder nor any of the Award Common Units shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”) and the Redemption Right (as defined in the LP Agreement) may not be exercised with respect to the Award Common Units, provided that, for Award AOLTIP Units (and any Award Common Units into which such Award AOLTIP Units may be converted), at any time after the date that (i) such Award AOLTIP Units vest, (ii) is two (2) years after the Grant Date and (iii) is after the earlier of (I) one year after such Award AOLTIP Units satisfied the service-based vesting requirements set forth in this Agreement, (II) the termination of the Participant’s employment with the Employer or (III) a Change in Control, (A) such Award AOLTIP Units or Award Common Units may be Transferred to a charity or to the Participant’s Family Members (as defined below) by gift or domestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent Transfers shall be prohibited except those in accordance with this Section 9 and (B) the Redemption Right may be exercised with respect to such Award Common Units, and such Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in accordance with and to the extent otherwise permitted by the terms of the LP Agreement. Additionally, all Transfers of Award AOLTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended, the “Securities Act”) and the applicable terms and conditions of the LP Agreement. In connection with any Transfer of Award AOLTIP Units or Award Common Units, the Partnership may require the Participant to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award AOLTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 9 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award AOLTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award AOLTIP Units or Award Common Units. Except as otherwise provided herein, this Agreement is personal to the Participant, is non-assignable and is not transferable in this Agreementany manner, the Participant may not sellby operation of law or otherwise, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock other than by will or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant laws of any of the shares of Restricted Stock shall be null descent and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCdistribution.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of This Warrant and the shares of Restricted Common Stock issued or issuable through the exercise of this Warrant are "restricted securities" under the Securities Act of 1933 (the "Securities Act") and the rules and regulations promulgated thereunder and may not be sold, transferred, pledged, or hypothecated without such transaction being registered under the Securities Act and applicable state laws or the rights granted hereunder (availability of an exemption therefrom that is established to the satisfaction of the Company; a legend to this effect shall appear on this Warrant and, unless the issuance is a registered transaction, on all shares of Common Stock issued upon the exercise hereof. The holder of this Warrant, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Common Stock issuable or issued upon the exercise hereof of such disposition or encumbrance being referred holder's intention to herein as a “Transfer”). Any Transfer or purported Transfer by do so, describing briefly the Participant manner of any proposed transfer of this Warrant or such holder's intention as to the disposition to be made of shares of Common Stock issuable or issued upon the exercise hereof. Holder shall provide Company with any details it requires to determine whether an exemption from registration is available, and if the Company deems it necessary, such holder shall also provide the Company with an opinion of counsel satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any federal or state law) of this Warrant or the shares of Restricted Common Stock shall be null and void and issuable or issued upon the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder exercise hereof. Upon receipt of such shares. The shares of Restricted Stock shall not be subject to salewritten notice and opinion by the Company, execution, pledge, attachment, encumbrance or other process and no person such holder shall be entitled to transfer this Warrant, or to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of Restricted shares of Common Stock shall lapse as provided in Section 4 hereof. Until received upon the Shares represented hereby vest previous exercise of this Warrant, all in accordance with Section 4, the Shares shall be subject terms of the notice delivered by such holder to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSCompany, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCprovided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares.

Restrictions on Transfer. Except as otherwise provided in this Agreement(a) Each Holder of a Warrant Certificate evidencing Original Restricted Warrants, by accepting the Participant may same, agrees not to sell, transfer, assign, pledge, encumber transfer or otherwise dispose pledge any Original Restricted Warrants or any Common Stock issued upon any exercise of any such Original Restricted Warrants (collectively “Restricted Securities”) except upon satisfaction of the shares of Restricted Stock or conditions specified in this Section 2.4, which conditions are intended to ensure compliance with the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any provisions of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such sharesSecurities Act. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights holders of the Participant as the holder of such Restricted Stock by virtue of Securities will cause any attempted executionproposed purchaser, attachment assignee, transferee or other process until the restrictions imposed herein on the Transfer pledgee of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be Securities to agree to take and hold such securities subject to the provisions and conditions specified in this Section 2.4. Each certificate representing Restricted Securities shall be stamped or otherwise imprinted with a legend in the following restrictive legend: form (in addition to any legend required under applicable state securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT, AND SUCH STATE LAW, OR THE COMPANY RECEIVES A WRITTEN OPINION OF LEGAL COUNSEL (WHO SHALL BE, AND WHOSE LEGAL OPINION SHALL BE, REASONABLY SATISFACTORY TO THE COMPANY) ADDRESSED TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE THIS SECURITY IS ALSO SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSWARRANT AGREEMENT, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO DATED AS OF MARCH 15, 2010, BETWEEN THE REGISTERED OWNER OF SUCH SHARES COMPANY AND PAR PACIFIC HOLDINGSA WARRANT AGENT, INC. A COPY OF WHICH WARRANT AGREEMENT THE PLAN AND AWARD AGREEMENT ARE ON FILE IN COMPANY WILL FURNISH TO THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCHOLDER HEREOF UPON REQUEST.”

Restrictions on Transfer. Except as otherwise provided in this AgreementEach Purchaser (and each transferee, the Participant may successor or assign of a Purchaser) further agrees that (a) it will not selloffer, transfer, assign, pledge, encumber sell or otherwise dispose of any the Series B Preferred (of the shares Common Stock in to which the Series B Preferred may be converted), unless such offer, sale or other disposition is effected in accordance with the terms of Restricted this Agreement and the Registration Rights Agreement and such offer, sale or other disposition is (i) registered under the Securities Act and applicable state securities laws, (ii) pursuant to Rule 144 of the Securities Act of 1933, or (iii) in compliance with an opinion of counsel to such Purchaser delivered to the Company and reasonably acceptable to the Company and its counsel to the effect that such offer, sale or other disposition thereof does not violate the Securities Act or applicable state securities laws, and (b) the certificate(s) representing the Series B Preferred (and any Common Stock into which the Series B Preferred maybe converted) shall bear legends in substantially the following form: THE TRANSFER AND VOTING OF THESE SHARES IS SUBJECT TO THE TERMS OF A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 29, 1995, A PREFERRED STOCKHOLDERS' SALES AGREEMENT DATED AS OF SEPTEMBER 29, 1995 AND A STOCKHOLDERS' AGREEMENT DATED AS OF SEPTEMBER 29, 1995, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE Upon request of a Purchaser or other person who in accordance with the provisions of this SECTION 7.7 becomes a holder of Series B Preferred (or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”Common Stock into which the Series B Preferred has been converted). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and , the Company shall not recognize remove the legend set forth in the second paragraph above from the certificates evidencing such Series B Preferred or give effect Common Stock or issue to such Transfer on its books and records holder new certificates evidencing such Series B Preferred or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder Common Stock free of such shares. The shares legend, if such request is accompanied by an opinion of Restricted Stock shall counsel, reasonably satisfactory to the Company and its counsel, to the effect that such Series B Preferred or Common Stock, as applicable, is not be subject to sale, execution, pledge, attachment, encumbrance required by the Securities Act or other process and no person shall be entitled applicable law to exercise any rights of continue to bear the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment legend or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCa legend similar thereto.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of This Warrant and the shares of Restricted Common Stock issued or issuable through the exercise of this Warrant are "restricted securities" under the Securities Act of 1933 (the "Securities Act") and the rules and regulations promulgated thereunder and may not be sold, transferred, pledged, or hypothecated without such transaction being registered under the Securities Act and applicable state laws or the rights granted hereunder (availability of an exemption therefrom ; a legend to this effect shall appear on this Warrant and, unless the issuance is a registered transaction, on all shares of Common Stock issued upon the exercise hereof. The holder of this Warrant, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Common Stock issuable or issued upon the exercise hereof of such disposition or encumbrance being referred holder's intention to herein as a “Transfer”). Any Transfer or purported Transfer by do so, describing briefly the Participant manner of any proposed transfer of this Warrant or such holder's intention as xx xxx disposition to be made of shares of Common Stock issuable or issued upon the exercise hereof. Such holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any federal or state law) of this Warrant or the shares of Restricted Common Stock shall be null and void and issuable or issued upon the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder exercise hereof. Upon receipt of such shares. The shares of Restricted Stock shall not be subject to salewritten notice and opinion by the Company, execution, pledge, attachment, encumbrance or other process and no person such holder shall be entitled to transfer this Warrant, or to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of Restricted shares of Common Stock shall lapse as provided in Section 4 hereof. Until received upon the Shares represented hereby vest previous exercise of this Warrant, all in accordance with Section 4the terms of the notice delivered by such holder to the Company, provided that an appropriate legend respecting the Shares aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Transfers to family of Holder as "restricted" shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSallowed by Company, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCas a matter of course.

Restrictions on Transfer. Except Prior to any proposed transfer (whether by sale, assignment, pledge or otherwise) of debt or equity securities of the Company or the Parent (each, for purposes of this Section 1.7, an “Issuer”) at any time prior to the Recapitalization Closing and as otherwise provided long as this Agreement has not been terminated, the proposed transferor (the “Transferor”) will give written notice to the applicable Issuer of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail and shall be accompanied by a written opinion of legal counsel who shall be reasonably satisfactory to the applicable Issuer, addressed to the applicable Issuer, to the effect that the proposed transfer of the securities in question may be effected without registration under the Securities Act. Any such legal opinion must be reasonably satisfactory to the applicable Issuer and must state that it may also be relied upon by the applicable Issuer and any transfer agent or stock exchange. As a condition to the transfer, the applicable Issuer may also require a certificate of the Transferor that certifies as to matters that assist the applicable Issuer in establishing compliance with securities laws at the time of the proposed transfer and at the Recapitalization Closing. Upon compliance with the terms of this Section 1.7 to the satisfaction of the applicable Issuer, the Transferor shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the Transferor to the applicable Issuer; provided, however, that the Transferor shall, prior to any transfer, cause any transferee of the applicable Issuer’s debt or equity securities to enter into an agreement with the Company that the transferee will take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Each certificate or book-entry notation evidencing the applicable Issuer’s debt or equity securities so transferred shall bear or be subject to an appropriate restrictive legend reasonably deemed appropriate by the applicable Issuer, including any appropriate legend relating to the restrictions and obligations hereunder. Without limiting the generality of any other provision hereof, the Participant may not sell, provisions of this Section 1.7 and Section 1.9 shall be binding on successive transferees. Any sale or transfer, assignor purported sale or transfer, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock applicable Issuer’s debt or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock equity securities shall be null and void void, and the Company applicable Issuer shall not recognize have no obligation to effect any transfer, unless the terms, conditions and provisions of this Section 1.7 are strictly observed and followed or give effect to such Transfer on its books and records or recognize are waived by the person to whom such purported Transfer has been made as the legal or beneficial holder of such sharesapplicable Issuer. The shares of Restricted Stock shall not be subject applicable Issuer may issue stop transfer instructions to sale, execution, pledge, attachment, encumbrance any transfer agent or other process and no person shall be entitled registrar for the applicable Issuer’s debt or equity securities in order to exercise implement any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein restriction on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCtransfer contemplated hereby.

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant The Purchaser understands that it may not sell, transfer, assign, pledge, encumber or otherwise dispose of transfer any of the Securities unless such Securities are registered under the Securities Act or unless an exemption from registration and qualification requirements are available under the Securities Act and applicable state securities laws. The Purchaser understands that certificates representing the Shares, the Warrants, the Warrant Shares and shares of Restricted Common Stock issued pursuant to Section 4 of this Agreement shall bear the following, or a substantially similar, legend until such time as they have been registered under the rights granted hereunder (any such disposition Securities Act or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by otherwise may be sold under Rule 144 under the Participant of any of the shares of Restricted Stock shall be null and void and the Securities Act: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of enter stop transfer notices on its stock books with respect to the Participant Shares until the conditions as set forth in the holder legend above with respect to the transfer of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCsecurities have been met.

Restrictions on Transfer. Except as otherwise provided in this Agreement, Such Purchaser understands that the Participant issuance of the Shares has not been and is not being registered under the 1933 Act or any applicable state securities laws. Such Purchaser may be required to hold the Shares indefinitely and the Shares may not sellbe transferred unless (i) the Shares are sold pursuant to an effective registration statement under the 1933 Act, transferor (ii) the Purchaser shall have delivered to the Company an opinion of counsel to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, assign, pledge, encumber which opinion shall be reasonably acceptable to the Company. Such Purchaser understands that until such time as the resale of the Shares has been registered under the 1933 Act or otherwise dispose of any may be sold pursuant to an exemption from registration, certificates evidencing the Shares may bear a restrictive legend in substantially the following form (and a stop­transfer order may be placed against transfer of the shares of Restricted Stock or the rights granted hereunder certificates evidencing such Shares): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (any such disposition or encumbrance being referred to herein as a THE “TransferACT”), OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE LAWS. Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to saleTHE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, executionSOLD, pledgeHYPOTHECATED, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED TRANSFERRED OR OTHERWISE ASSIGNED IN THE PAR PACIFIC HOLDINGSABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, INC. 2012 LONG TERM INCENTIVE PLAN AND OR AN AWARD AGREEMENT ENTERED INTO BETWEEN APPLICABLE EXEMPTION (AS TO WHICH THE REGISTERED OWNER ISSUER SHALL BE REASONABLY SATISFIED, INCLUDING RECEIPT OF AN ACCEPTABLE LEGAL OPINION) FROM THE REGISTRATION REQUIREMENTS OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCLAWS.”

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Awardee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Awardee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Awardee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF MAY 31, 2006, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF WHICH IS ON FILE AT THE PLAN AND PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSHALL BE NULL AND VOID.” If and when the restrictions imposed herein on the transfer of shares of Restricted Stock shall have lapsed as provided in Section 4 hereof, INCcertificates for such shares without the restricted stock legend set forth in this section shall be delivered to the Awardee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. Awardee may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 5 hereof. Such request shall be in writing to the General Counsel of the Company.

Restrictions on Transfer. Except Neither this Option, nor the securities covered thereby, have been registered under the Securities Act of 1933, as otherwise provided in this Agreementamended (the "Securities Act"), or any state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Option is filed and declared effective by the Securities and Exchange Commission and the appropriate state governing agency, the Participant Option has or will be issued in reliance on specific exemptions from such registration requirements for transactions by an issuer not involving a public offering and specific exemptions under applicable state statutes. In some states, specific conditions must be met, or the approval of the state's security regulatory authority may not sellbe required before an offer or sale. The Company is under no obligation to register the Option with the Securities and Exchange Commission or any state agency. If rule 144 is available (and no assurance is given that it will be), transferonly routine sales of the Option in limited amounts can be made after holding the securities for two years from the acquisition date of the Securities, assignas determined under rule 144(d), pledgeand in accordance with the terms and conditions of rule 144. Neither the Company, encumber its registrar or otherwise its transfer agent, will dispose of any the Securities without proper registration or exemptions. The Company and its registrar and transfer agent will maintain a stop transfer order against the transfer of the shares of Restricted Stock or obtained pursuant to this Option and any certificate representing the rights granted hereunder (any such disposition or encumbrance being referred to herein as Option shares shall bear a “Transfer”). Any Transfer or purported Transfer by legend in substantially the Participant of any of following form so restricting the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance sale or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legendtransfer thereof: THE TRANSFERABILITY SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SHARES "SECURITIES ACT"), AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF STOCK REPRESENTED HEREBY ARE SUBJECT TO RULE 144 PROMULGATED UNDER THE RESTRICTIONS, TERMS SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND ABSENCE OF AN AWARD AGREEMENT ENTERED INTO BETWEEN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCSECURITIES ACT.

Restrictions on Transfer. Except as This Warrant and the Common Stock issuable on Exercise hereof have not been registered under the Securities Act, and may not be sold, transferred, pledged, hypothecated or otherwise provided disposed of in this Agreementthe absence of registration or the availability of an exemption from registration under said Securities Act. In the event a holder believes an exemption from the registration requirements of said Act is available, the Participant may not sellholder must deliver a legal opinion reasonably satisfactory in form and substance, transferto the Company and its counsel, assignstating that such exemption is available. All shares of Common Stock issued upon Exercise of this Warrant shall bear an appropriate legend to such effect. Unless the Company determines (upon the advice of counsel) that such a legend would be unnecessary, pledge, encumber each share certificate for Common Stock issued upon Exercise hereof shall be stamped or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as imprinted with a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided legend in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to substantially the following restrictive legendform: THE TRANSFERABILITY SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SHARES SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF STOCK REPRESENTED HEREBY ARE SUBJECT EXCEPT PURSUANT TO THE RESTRICTIONSAN EFFECTIVE -------------------------------------------------------------------------------- AmTec, TERMS Inc. 3 Series G Convertible Preferred Stock REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCLAWS.