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 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 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 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 (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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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, 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 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, 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 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 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 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 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 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 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 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 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 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 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 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, the Participant may not No holder of Stockholder Shares shall sell, transfer, assign, pledge, encumber pledge or otherwise directly or indirectly dispose of (a "Transfer") any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred interest in its Stockholder Shares, except pursuant 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 the provisions of Section 42B, 2C or 3 or pursuant to a Public Sale or an Exempt Transfer (as defined in Section 2D). At least thirty days prior to making any Transfer of any Stockholder Shares (other than a Public Sale or an Exempt Transfer), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Company and the other Stockholders (the "Other Stockholders"). The Sale Notice shall disclose in reasonable detail the proposed number or principal amount, as applicable, of each type or class of Stockholder Shares (the "Transfer Shares") to be transferred, the proposed terms and conditions of the Transfer, including proposed price by class or type of each of such Stockholder Shares to be transferred, and the identity of the prospective transferee(s). Such prospective transferee(s) must be reasonably acceptable to the holders of a majority of the WS Shares, provided that any such transferee will be deemed to be acceptable to such holders unless such holders provide notice to the contrary to the Transferring Stockholder within 10 days of receipt of the Sale Notice by the Other Stockholders. The purchase price specified in any Sale Notice shall be subject payable solely in cash at the closing of the transaction, and no Stockholder Shares may be pledged without the prior written consent of the holders of a majority of the WS Shares, which consent may not be unreasonably withheld. No Transfer shall be consummated prior to the earlier of (i) the date on which the parties to the Transfer have been finally determined pursuant to Section 2B or 2C and (ii) the date of expiration of the 30-day period (the "Election Period") 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, INCthe delivery to the Company and the Other Stockholders of the Sale Notice applicable to such Transfer.

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, AS AMENDED (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 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 AND THE TRANSFERABILITY GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE OR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, 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 SHARES SECURITIES ACT. THE HOLDER OF STOCK REPRESENTED HEREBY 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 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 RESTRICTIONSCOMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, TERMS 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 CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERii) CONTAINED IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE PAR PACIFIC HOLDINGS, INCFORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THIS LEGEND WILL BE REMOVED UPON THE REGISTERED OWNER REQUEST OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF HOLDER AFTER THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCRESALE RESTRICTION TERMINATION DATE."

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 A. Transferee 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 be placed upon any certificate(s) (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 noted with any rights book entries) evidencing ownership of the Participant as the holder of such Restricted Stock Shares, together with any other legends that are required by virtue of any attempted executionapplicable state or federal securities laws: Basic Legend THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR UNDER ANY OTHER APPLICABLE SECURITIES LAW, 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 hereofAND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SUCH ACT. Until the Shares represented hereby vest in accordance with Section 4UPON WRITTEN REQUEST, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY CORPORATION WILL FURNISH TO ANY SHAREHOLDER, WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, PREFERENCE, LIMITATIONS, AND RELATIVE RIGHTS APPLICABLE TO THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED AND, WITH RESPECT TO ANY PREFERRED OR SPECIAL CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE IN SERIES, THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS FOR SHARES OF EACH SUCH SERIES, SO FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. Lock-Up Legend THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH 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 OF A WRITTEN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER CORPORATION AND THE HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN RESTRICTIONS ON TRANSFER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INCTHE SECURITIES. THE SECRETARY OF THE CORPORATION WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSHOLDER HEREOF WITHOUT CHARGE. The foregoing “Basic Legend” (or equivalent book entry notation) shall be promptly removed upon request by Transferee (a) upon the effectiveness of any registration statement with respect to such Shares, INC(b) with respect to the transferred Shares, in connection with any sale or transfer following the Lock-Up Period (as defined below) of some or all of such Shares pursuant to Rule 144 (“Rule 144”) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or another valid exemption from registration as a result of which such Shares no longer are deemed to be “restricted securities” as defined in Rule 144 and (c) immediately upon the expiration of the Lock-Up Period upon Company counsel’s reasonable satisfaction based solely on appropriate factual representations from Transferee that Transferee is not then an “affiliate” of the Company for purposes of Rule 144. The foregoing “Lock-Up Legend” (or equivalent book entry notation) shall be promptly removed upon request by Transferee at any time from and after the expiration of the Lock-Up Period. The Company and the Transferor covenant and agree to execute and deliver all documents and instruments and to take such further actions (including providing any additional appropriate instructions and authorization to the Transfer Agent) reasonably required to accomplish the foregoing removals of legends.

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 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 below 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 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. 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 or the rights granted hereunder (any Surviving Corporation Preferred 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 disposition shares, 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 or the Surviving Corporation Preferred 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 or the Surviving Corporation Preferred 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 or the Surviving Corporation Preferred 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 or Surviving Corporation Preferred Stock 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 (a) Any 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 Credit Agreement; provided, that any Lender that participates, assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each Assignment and Acceptance (as otherwise provided referenced in this Section 9.8 of each Credit Agreement) for purposes of maintaining the Register and shall also deliver to the Lessee a copy of such Assignment and Acceptance for the Lessee’s records; provided, no such Assignment and Acceptance shall be required to be delivered to the Participant may not sellAgent or the Lessee in connection with an assignment, transferparticipation or transfer by any Investor of its interest in or under the Liquidity Agreement except to the extent an assignment and acceptance is required thereunder. The Lessor may, subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents, directly 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 without limitation any right to indemnification thereunder), or any other document relating to the Property or any interest in the Property as provided in the Lease to any Eligible Lessor; provided, in such case, so long as no Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right to require the Lessor (unless such transfer or conveyance has already occurred, in which case the Lessee shall have the right to require such transferee) to transfer its interest to an Eligible Lessor selected by the Lessee, in its sole discretion; provided, further, the Lessor and/or its assignee shall be responsible for any cost or expense incurred by the Lessor in connection with any assignment, conveyance, appointment or transfer by the Lessor pursuant to this Section 10.1(a). 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 Article XXII of the Lease upon payment for the Property in accordance with the terms and conditions of the Lease. The Lessee may not assign any of the shares of Restricted Stock Operative Agreements 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 its rights or obligations thereunder or with respect to the shares Property in whole or in part to any Person without the prior written consent of Restricted Stock shall be null and void the Agent 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, INCPrimary Financing Parties.

Restrictions on Transfer. Except as otherwise provided in The Holder, by acceptance hereof, represents and warrants that it is acquiring this AgreementWarrant for its own account for investment purposes only and not with a view to its resale or distribution, the Participant may not sell, transfer, assign, pledge, encumber and it has no present intention to resell or otherwise dispose of all or any part of this Warrant. Other than pursuant to registration under federal and state securities laws or an exemption from such registration, the availability of which shall be reasonably determined by the Company, the Company will not accept the exercise of this Warrant or issue certificates for Shares, and neither this Warrant nor any Shares may be sold, pledged, assigned or otherwise disposed of (whether voluntarily or involuntarily). The Company may condition such issuance or sale, pledge, assignment or other disposition on the receipt from the party to whom this Warrant is to be so transferred or to whom Shares are to be issued or so transferred of any representations and agreements requested by the Company in order to permit such issuance or transfer to be made pursuant to exemptions from registration under federal and applicable state securities laws. Each certificate representing the Warrant (or any part thereof) and any Shares shall be stamped with the appropriate legends setting forth these restrictions on transferability. The Holder, by acceptance hereof, agrees to give written notice to the Company before exercising or transferring this Warrant or transferring any Shares of the shares of Restricted Stock or Holder's intention to do so, describing briefly the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant manner of any proposed exercise or transfer and providing the Company with an opinion of counsel, acceptable to the shares Company, that such transfer complies with federal and applicable state securities laws or exemptions thereunder. Within thirty (30) days of Restricted Stock shall be null and void and receiving such written notice, the Company shall not recognize notify the Holder as to whether such exercise 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 sharestransfer may be effected. 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, INC7.

Restrictions on Transfer. Except The Holder acknowledges and understands that in the absence of an effective Registration Statement authorizing the resale of the Securities as otherwise provided in this Agreementherein, the Participant Securities are "restricted securities" as defined in Rule 144. The Holder understands that no disposition or transfer of the Securities may be made by Holder in the absence of (i) an opinion of counsel to the Holder, in form and substance reasonably satisfactory to the Company, that such transfer may be made without registration under the Securities Act or (ii) such registration. With a view to making available to the Holder the benefits of Rule 144, the Company agrees to: comply with the provisions of paragraph (c)(1) of Rule 144; and file with the Securities and Exchange Commission (the "Commission") in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not sellrequired to file such reports but in the past had been required to or did file such reports, transferit will, assignupon the request of the Holder, pledgemake available other information as required by, encumber and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144. Each certificate representing the Securities 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 substantially 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: form (in addition to any legend required under applicable state securities laws or otherwise): THE TRANSFERABILITY SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), NOR UNDER ANY STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. THE SALE, ASSIGNMENT, TRANSFER, PLEDGE AND OTHER DISPOSITION OF THE SHARES OF STOCK SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTED BY THE RESTRICTIONSINVESTOR RIGHTS AGREEMENT (THE "INVESTOR RIGHTS AGREEMENT"), TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSDATED AUGUST 10, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC2001. A COPY OF THE PLAN AND AWARD INVESTOR RIGHTS AGREEMENT ARE IS ON FILE IN WITH THE CORPORATE SECRETARY AT THE PRINCIPAL EXECUTIVE OFFICES OF PAR PACIFIC HOLDINGS, INCTHE COMPANY. A COPY THEREOF MAY BE OBTAINED AT NO COST UPON WRITTEN REQUEST THEREFOR MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY AT THE PRINCIPAL OFFICES OF THE COMPANY. The Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer established in this Agreement.

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 Subscriber agrees that he will not sell or otherwise transfer the Purchased Tokens other than in accordance with the terms and conditions of the offering documents. It is understood that the Tokens cannot be liquidated easily, that no public or other market exists for the Purchased Token, and that no such market is expected to develop. Subscriber is aware that, because the Purchased Tokens have not been registered under the Securities Act or applicable state securities laws, any resale inconsistent with the Securities Act or applicable state securities laws may create liability on Subscriber’s part or the part of the Company, and agrees not to assign, sell, pledge, transfer or otherwise dispose of the Tokens unless they are registered under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Company is given to the Company that such registration is not required. Subscriber is aware that the Company will impress on the back of any certificate representing Purchased Tokens a legend substantially in the form set forth in Section 5 of this Agreement ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber has been furnished the Confidential Private Placement Memorandum for Non-U.S. Persons relating to the Company and the Tokens (the “Offering Documents”) and, if requested by the Subscriber, other documents. The Subscriber has carefully read the Offering Documents and any such other requested documents. Subscriber has been furnished with all documents relating to the business, finances and operations of the Company and information that Subscriber requested and deemed material to making an informed investment decision regarding its purchase of the Tokens. Subscriber has been afforded the opportunity to review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as otherwise well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Participant Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not sellbe realized, transfermay be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, assignSubscriber understands and represents that he, pledgeshe or it is purchasing the Tokens notwithstanding the fact that the Company may disclose in the future certain material information that the Subscriber has not received, encumber including the financial results of the Company for their current fiscal quarters. Neither such inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or otherwise dispose affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Agreement. Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Tokens. Subscriber has full power and authority to make the representations referred to herein, to purchase the Tokens and to execute and deliver this Agreement. Subscriber has read and understood, and is familiar with, the Offering Documents, this Agreement, the Tokens, and the business and financial affairs of the Company. Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares Tokens), has such knowledge and experience in financial and business matters as to be capable of Restricted Stock or evaluating the rights granted hereunder (any merits and risks of an investment in the Tokens, is able to bear the risks of an investment in the Tokens and understands the risks of, and other considerations relating to, a purchase of a Token. The Subscriber and its advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Tokens. Subscriber’s financial condition is such disposition or encumbrance being referred that Subscriber is able to herein as a “Transfer”)bear the risk of holding the Tokens that Subscriber may acquire pursuant to this Agreement, for an indefinite period of time, and the risk of loss of Subscriber’s entire investment in the Company. Any Transfer or purported Transfer by Subscriber has investigated the Participant of any acquisition of the shares of Restricted Stock shall be null and void Tokens to the extent Subscriber deemed necessary or desirable and the Company shall not recognize has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. No representations or give effect warranties have been made to such Transfer on its books and records Subscriber by the Company, or recognize any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement. Subscriber understands that no person to whom such purported Transfer other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made as in writing and signed by the legal or beneficial holder of such sharesCompany. The shares of Restricted Stock shall not be subject to saleCompany has not, executionhowever, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise rendered 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 investment advice to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS undersigned with respect to the suitability. RESTRICTIVE LEGENDS 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.STOP TRANSFER ORDERS

Restrictions on Transfer. Except as otherwise provided in this AgreementPurchaser understands that unless and until a registration statement covering the Shares, Warrants or Warrant Shares (or a filing pursuant to the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any exemption from registration under Regulation A of the shares of Restricted Stock Securities Act covering the Shares, Warrants or Warrant Shares) under the rights granted hereunder (Securities Act is in effect when Purchaser desires to sell the Shares, Warrants or Warrant Shares, Purchaser may be required to hold the Shares, Warrants or Warrant Shares for an indeterminate period. Each Purchaser also understands that any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any sale of the shares Shares, Warrants or Warrant Shares 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 Restricted Stock those rules. Purchaser understands and acknowledges that all certificates representing the Shares and Warrant Shares shall bear the following legend (and any other legend that may be null and void and required under any Federal or state securities law), until such Shares or Warrant Shares are registered under the Company shall not recognize Securities Act, exchanged for securities registered under the Securities Act, 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 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 4or Warrant Shares delivers an opinion of its legal counsel, reasonably acceptable to the Company, that such legend is no longer necessary. With respect to the Shares shall be subject to the following restrictive legendand Warrant Shares: “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 WHICH ARE SET FORTH HEREIN.” With respect to the Warrants: THE EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT MAY ONLY BE EXERCISED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (INCLUDING FORFEITURE THE “SECURITIES ACT”) AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN APPLICABLE SECURITIES LAWS. AS A CONDITION PRECEDENT TO THE PAR PACIFIC HOLDINGSEXERCISE OF THIS WARRANT, INC. 2012 LONG TERM INCENTIVE PLAN THE COMPANY MAY REQUIRE SUCH CERTIFICATES AND AN AWARD AGREEMENT ENTERED INTO BETWEEN OPINIONS OF COUNSEL AS IT DEEMS NECESSARY FROM THE REGISTERED OWNER PERSON EXERCISING THIS WARRANT TO ESTABLISH THE EXISTENCE OF SUCH SHARES EXEMPTIONS. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND PAR PACIFIC HOLDINGSEXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INC. AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A COPY TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE PLAN SECURITIES ACT AND AWARD AGREEMENT ARE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT IS SUBJECT TO OTHER RESTRICTIONS ON FILE TRANSFER AS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, THE CORPORATE OFFICES FORM OF PAR PACIFIC HOLDINGS, INCWHICH IS AVAILABLE FROM THE COMPANY.

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 A. Investment Representations and Legend Requirements. 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 -3- 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. The 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 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, INC.THESE SHARES. B. Stop-Transfer Notices. The Purchaser agrees that to ensure compliance with

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 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 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 indemnitees and their respective successors and assigns.

Restrictions on Transfer. Except (a) Pursuant to the Company's Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION"), the Company's Capital Stock (as otherwise provided defined in this the Certificate of Incorporation) is subject to certain restriction on ownership and transfer. These provisions have been implemented in connection with the License Agreement dated as of August 4, 1997 (the "LICENSE AGREEMENT") by and between the Company and the Blue Cross Blue Shield Association (the "BCBSA"), as amended by that certain California Blue Cross License Addendum dated as of June 12, 1998 (the "LICENSE ADDENDUM"). Subject to certain limited exceptions, Beneficial Ownership (as defined in the Certificate of Incorporation) of 5% or more (or, in the case of certain institutional investors as specified in the License Agreement, 10% or more) of the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose outstanding shares of any class of Capital Stock will exceed the ownership limit set forth in the Certificate of Incorporation (the "OWNERSHIP LIMIT"). These provisions have been designed to insure that the Company will not violate the terms of the License Agreement and the License Addendum. Pursuant to the terms of the letter of even date herewith, the Company and the BCBSA have agreed to certain provisions with respect to the treatment of the Securities for purposes of computing the Beneficial Ownership of Capital Stock of any Holder. For these purposes, a Holder of any particular Principal Amount of Securities will be deemed to Beneficially Own shares of Restricted Common Stock on any particular date equal to the greater of (i) the number of shares of Common Stock issuable in the event of conversion for that particular Principal Amount of Securities at the Conversion Rate in effect on such date or (ii) the rights granted hereunder quotient determined by dividing the Extrapolated Purchase Price (any such disposition or encumbrance being referred to herein as defined below) for that particular Principal Amount of Securities at that particular date by the Market Price (calculated as if that particular date were a “Transfer”Repurchase Date). Any Transfer or purported Transfer For these purposes, the "EXTRAPOLATED PURCHASE PRICE" shall be the sum of the Issue Price of the particular Principal Amount of Securities PLUS the amount of the Original Issue Discount accrued to and including such date. The purchase by the Participant any Holder of any of the shares of Restricted Stock Securities shall be null constitute acknowledgment and void and the Company shall not recognize or give effect to acceptance by 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 Holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process restrictions on ownership 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, INCtransfer.

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 Each Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in this accordance with Sections 9.7 and 9.8 of the Credit Agreement; provided, each participant, -------- assignee or transferee must obtain the Participant may not sellsame ratable interest in Tranche A Loans, transferTranche B Loans and Holder Advances. The Holders may, directly or indirectly, assign, pledge, encumber convey or otherwise dispose transfer any of their right, title or interest in or to the Trust Estate or the Trust Agreement with the prior written consent of the Agent and the Lessee (which consent shall not be unreasonably withheld or delayed) and in accordance with the terms of Section 11.8(b) of the Trust Agreement; provided, each participant, assignee or tranferee must obtain the --------- same ratable interest in Tranche A Loans, Tranche B Loans and Holder Advances. The Owner Trustee may, subject to the 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 (which consent may be withheld by the Agent in its sole discretion) and (provided, no Default -------- or Event of Default has occurred and is continuing) with the consent of the Lessee, directly or indirectly, assign, convey, appoint an agent with respect to enforcement of, or otherwise transfer any of its right, title or interest in or to any Property, the Lease, the Trust Agreement and the other Operative Agreements (including without limitation any right to indemnification thereunder), or any other document relating to a Property or any interest in a Property as provided in the Trust Agreement and the Lease. The provisions of the immediately preceding sentence shall not apply to the obligations of the Owner Trustee to transfer Property to the Lessee or a third party purchaser pursuant to Article XXII of the Lease upon payment for such Property in accordance with the terms and conditions of the Lease. No Credit Party may assign any of the shares of Restricted Stock Operative Agreements 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 their respective rights or obligations thereunder or with respect to any Property in whole or in part to any Person without the shares prior written consent of Restricted Stock shall be null and void the Agent, the Lenders, the Holders 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, INCLessor.

Restrictions on Transfer. Except as otherwise provided in this AgreementSuch Purchaser agrees that (a) it will not offer, the Participant may not sell, transfer, assign, pledge, encumber hypothecate, or otherwise dispose of the Shares other than to its "affiliates" 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 it, 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 shall bear a legend stating in substance: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OTHER THAN TO AFFILIATES OF THE REGISTERED HOLDER HEREOF 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. For purposes of this Section 3.5, "affiliate" of a Purchaser means (i) any entity more than 10% of the shares voting stock or other voting interest of Restricted Stock which is owned, directly or the rights granted hereunder (any such disposition indirectly through one or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer more intermediaries, by the Participant of Purchaser, (ii) any entity which owns, directly or indirectly through one or more intermediaries, more than 10% of the shares voting stock of Restricted Stock shall be null the Purchaser and void and (iii) any entity of which 10% or more of the voting stock is owned by an affiliate of the Purchaser. Upon request of a holder of Shares, 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 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(a) Representations of Grantee; Legends Regardless 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 grant 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 Grantee make various representations and warranties, the Company may require such disposition representations and warranties from the Grantee as are deemed necessary or encumbrance being referred to herein appropriate by the Company and its counsel as a “Transfer”)condition precedent to granting any Options 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 HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN OPINION OF COUNSEL FOR THE REGISTERED OWNER OF ISSUER SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE TO COMPLY WITH THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCACT." Any determination by the Company and its counsel in connection with any of the matters set forth in this clause 19 shall be conclusive and binding on all persons.

Restrictions on Transfer. Except as otherwise provided in this Agreement(a) 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 or except upon (i) compliance with the other process and no person shall be entitled conditions specified in this Agreement, which conditions are intended to exercise any rights ensure compliance with the provisions of the Participant as Securities Act and (ii) compliance with the holder of such Restricted Stock by virtue of any attempted execution, attachment conditions or other process until the restrictions imposed herein on the Transfer exemptions specified in Section 5 of the shares Voting Agreement. A transferring Holder will cause any proposed purchaser, pledgee, or transferee 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 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 the Registrable Securities, and any other 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 1.14(b)) be stamped or otherwise imprinted with a legend substantially in the following restrictive legendform: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SHARES OF STOCK REPRESENTED EVIDENCED HEREBY ARE SUBJECT TO A STOCK PURCHASE AGREEMENT, VOTING AGREEMENT, AND INVESTORS’ RIGHTS AGREEMENT, AS EACH MAY BE AMENDED FROM TIME TO TIME (COPIES OF WHICH MAY BE OBTAINED FROM THE RESTRICTIONSCOMPANY WITHOUT COST UPON WRITTEN REQUEST), TERMS AND CONDITIONS (BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID STOCK PURCHASE AGREEMENT, VOTING AGREEMENT, AND INVESTORS’ RIGHTS AGREEMENT, INCLUDING FORFEITURE CERTAIN RESTRICTIONS ON TRANSFER 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, INCOWNERSHIP SET FORTH THEREIN.”

Restrictions on Transfer. Except as otherwise provided in this AgreementEach Purchaser and each member of Xxxxx Xxx LLC agree that (a) it will not offer, the Participant may not sell, transfer, assign, pledge, encumber hypothecate, or otherwise dispose of any the Shares other than to its "affiliates" unless such offer, sale, pledge, hypothecation or other disposition is (i) registered under the Securities Act, (ii) in accordance with the provisions of Regulation S under the Securities Act, if applicable, or (iii) in compliance with an opinion of counsel to the Purchaser or such member, delivered to the Company and reasonably acceptable to it, 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 shall bear a legend stating in substance: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OTHER THAN TO AFFILIATES OF THE REGISTERED HOLDER HEREOF 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. Each Purchaser other than Xxxxx Xxx LLC agrees not to engage in hedging transactions with regard to the Common Stock prior to the expiration of the shares of Restricted Stock or distribution compliance period specified in Rule 903 under the rights granted hereunder Securities Act (any such disposition or encumbrance being referred to herein as a “Transfer”unless in compliance with the Securities Act). Any Transfer For purposes of this Section 3.5, "affiliate" of a Purchaser means (i) any entity more than 10% of the voting stock or purported Transfer other voting interest of which is owned, directly or indirectly through one or more intermediaries, by the Participant of Purchaser, (ii) any entity which owns, directly or indirectly through one or more intermediaries, more than 10% of the shares voting stock of Restricted Stock shall be null the Purchaser and void and (iii) any entity of which 10% or more of the voting stock is owned by an affiliate of the Purchaser. Upon request of a holder of Common Stock, the Company shall not recognize remove the legend set forth above from the certificates evidencing such Common Stock 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 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 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) 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 Subject to the provisions set forth in this AgreementSection 3, the Participant may (a) Each Holder agrees not sell, transfer, assign, pledge, encumber to make any disposition of all or otherwise dispose of any portion of the shares of Restricted Stock Registrable Securities unless and until: (i) There is then in effect a registration statement or such Holder sells such securities in compliance with Rule 144 under the rights granted hereunder (any Securities Act covering such proposed disposition and 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 is 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 4such registration statement; or (ii) (A) Such Holder shall have notified the Company in writing of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Shares Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or former partners in accordance with partnership interests or to its Affiliates, (B) a corporation to its shareholders in accordance with their interest in the corporation, or (C) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder, or by a Holder to another Holder or other person which is a party to this Agreement. (b) Each certificate representing Shares or Registrable Securities held by the Pequot Holder and KL Holders shall (unless otherwise permitted by the provisions of the Agreement) (a) be stamped or otherwise imprinted with a legend substantially similar to the following restrictive legend: (in addition to any legend required under applicable state securities laws): THE TRANSFERABILITY OF THE SHARES OF STOCK SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. and (b) so long as such Shares or Registrable Securities held by the Pequot Holder and the KL Holders are subject to the terms of this Agreement, bear a legend reading substantially as follows. THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND ALL TRANSFERS THEREOF) ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED ON TRANSFER SET FORTH IN THE PAR PACIFIC HOLDINGSINVESTORS' RIGHTS AGREEMENT, INCDATED AS OF SEPTEMBER 7, 2000, AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER NO TRANSFER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY WILL BE MADE ON THE BOOKS OF THE PLAN COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND AWARD BY AN AGREEMENT ARE ON FILE OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH THEREIN. ANY ATTEMPTED TRANSFER OF THESE SHARES IN THE CORPORATE OFFICES VIOLATION OF PAR PACIFIC HOLDINGSSUCH INVESTOR RIGHTS AGREEMENT SHALL BE NULL AND VOID AND HAVE NO FORCE OR EFFECT. (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, INC.qualification or legend, or if the securities are to be sold pursuant to a registration statement or Rule 144 under the Securities Act. The Company shall be obligated to reissue promptly, in the name of a transferee of securities referred to in Section 2.1(a)(iii), legended certificates at the request of any transferor or transferee thereof. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. 2.2

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 (a) Unless and until this Agreement is terminated in this Agreementaccordance with Section 8 hereof, the Participant may each Participating Creditor hereby agrees that it shall not directly or indirectly sell, transfer, assign, pledge, encumber assign 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 each, a “Transfer”). Any Transfer or purported Transfer by the Participant ) of any of its Participating Debt or grant any option thereon or any right or any interest (voting or otherwise) in any of its Participating Debt (including without limitation, any participation therein) and the shares of Restricted Stock shall Participating Debt, and that any such purported sale, transfer, assignment or disposition will be null and void and the Company shall not recognize ab initio, unless (x) such transfer is to another Participating Creditor or give effect to an affiliate, affiliated fund or entity with a common investment advisor, or for which such Transfer on its books and records Participating Creditor acts as investment manager, advisor or recognize the person to whom sub-advisor or (y) (i) such purported Transfer has been transfer is 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 the terms of the Participating Debt, (ii) the transferring Participating Creditor is not in breach of this Agreement, (iii) the transferee would not be in breach of this Agreement (including with respect to any representations and warranties contained herein) if it were a party thereto immediately prior to the consummation of such transfer, and (iv) the transferee agrees in writing to be bound by all of the terms of this Agreement (including with respect to any Eligible Debt, other than as set forth in Section 45(b) hereof, held by the Shares transferee prior to such transfer, which shall become Participating Debt under this Agreement) and to be a “Participating Creditor” for all purposes hereunder by executing a transfer agreement substantially in the form attached hereto as Exhibit D (the “Transfer Agreement”) and delivering such an executed Transfer Agreement to the Company within five (5) Business Days of such transfer. Upon such transfer and delivery of the executed Transfer Agreement, (A) the transferee shall be subject deemed a “Participating Creditor” for all purposes hereunder and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such transfer) under 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, INCextent of such transferred rights and obligations. 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, INCNothing in this Section 6 shall impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Participating Creditor to transfer any of the Participating Debt.

Restrictions on Transfer. Except as otherwise provided in this AgreementThe Purchasers agree that (a) they will not offer, the Participant may not sell, transfer, assigngive, pledge, encumber hypothecate or otherwise dispose of any of the shares of Restricted Series A 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 Purchasers, 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 A 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 A 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 A 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 A 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 Prior to any transfer or attempted transfer of any Securities, the Holder of such Securities shall give written notice to the Company of such Holder's intention to effect such transfer; provided, however, that upon registration of the Conversion Shares under the Securities Act, no such notice shall be required and nothing contained in this AgreementSection 9 shall restrict the transferability of the Conversion Shares. Each such notice (i) shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall contain an undertaking by the Person giving such notice to furnish such other information as may be required, to enable counsel to render the opinions referred to below, and (ii) shall designate the counsel for the Person giving such notice. Such Person shall obtain the services of counsel described below at its own expense. The Person giving such notice shall submit a copy thereof to the counsel designated in such notice. If in the opinion of such counsel, which is reasonably satisfactory to the Company, the Participant proposed transfer of such Securities may not sellbe effected without registration of such Securities under the Securities Act, 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 shall, within five business days after delivery of such shares. The shares of Restricted Stock shall not be subject opinion to salethe Company, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as so notify 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 Securities and such holder shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest thereupon be entitled to transfer such Securities in accordance with Section 4, the Shares shall be subject terms of the notice delivered by such Holder to the following Company. Each Note or certificate evidencing Conversion Shares, as appropriate, thus to be transferred (and each Note or certificate evidencing any untransferred balance of Conversion Shares) shall bear the restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSlegend set forth in Section 9.4. Notwithstanding the foregoing, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSTCW Fund V may at any time prior to the Merger Effective Date and without restriction, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGStransfer Notes and Conversion Shares to any individual designated by TCW Fund V, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSpursuant to the Stockholders Agreement, INCto be a member of the Company's Board of Directors; provided, however, that such transfer rights shall expire upon the termination of the Stockholders Agreement.

Restrictions on Transfer. Except (a) Any 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 Credit Agreement; provided, that any Lender that participates, assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each Assignment and Acceptance (as otherwise provided referenced in this Section 9.8 of each Credit Agreement) for purposes of maintaining the Register and shall also deliver to the Lessee a copy of such Assignment and Acceptance for the Lessee’s records. The Lessor may, subject to the Participant may not sellrights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents, 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 without limitation any right to indemnification thereunder), or any other document relating to the Property or any interest in the Property as provided in the Lease to any Eligible Lessor; provided, in any such case, so long as no Lease Default, Lease Event of Default, Agency Agreement Default or Agency Agreement Event of Default shall have occurred and be continuing, the Lessee shall have the right to require the Lessor to transfer its interest to an Eligible Lessor selected by the Lessee, in its sole discretion; provided, further, the Lessor and/or its assignee shall be responsible for any cost or expense incurred by the Lessor in connection with any assignment, conveyance, appointment or transfer by the Lessor pursuant to this Section 10.1(a). 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 Article XXII of the Lease upon payment for the Property in accordance with the terms and conditions of the Lease. The Lessee may not assign any of the shares of Restricted Stock Operative Agreements 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 its rights or obligations thereunder or with respect to the shares Property in whole or in part to any Person without the prior written consent of Restricted Stock shall be null and void the Agent 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, INCPrimary Financing Parties.

Restrictions on Transfer. Except as otherwise provided The Exchangeable Shares shall not be sold, assigned, transferred, pledged, hypothecated, mortgaged, encumbered or disposed of in this Agreementany case (including, without limitation, any transfer by gift or operation of law) without the Participant may not sellprior written consent of the Parent. Without limiting the generality of the foregoing, in the event of any sale, assignment, transfer, assign, pledge, encumber hypothecation, mortgage, encumbrance or otherwise dispose disposition (each, a "Transfer") of any Exchangeable Shares in violation of the provisions of the foregoing sentence, such Exchangeable Shares shall be deemed, and treated as, having been redeemed by the transferor thereof pursuant to Article 5 hereof prior to any such Transfer such that the interest conveyed by such transferor to the purported transferee of such Exchangeable Shares is an interest not in such Exchangeable Shares themselves but an interest in the shares of Restricted Parent Common Stock or to which the rights granted hereunder (any such disposition or encumbrance being referred to herein transferor was entitled as a “Transfer”result of the deemed redemption of such Exchangeable Shares pursuant to this Article 14. SCHEDULE A NOTICE OF RETRACTION To: C&T Acquisition Corporation (the "Company") and Cubist Pharmaceuticals, Inc. ("Parent") This notice is given pursuant to Article 5 of the provisions (the "Share Provisions") attaching to the share(s) represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby represents and warrants to the Company and the Parent (and the Permitted Assigns) that (THE UNDERSIGNED MUST CHECK ONE OF THE FOLLOWING): [ ] the undersigned is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1993, as amended (the "Securities Act"); the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the investment in Parent Common Stock that the undersigned is making by reason of the Retraction Request made hereby;. Any Transfer the undersigned's financial condition is such that the undersigned is able to bear all economic risks of investment in Parent Common Stock, including a complete loss of the undersigned's investment; Parent has provided the undersigned with adequate access to financial and other information concerning Parent (including, without limitation, Parent's public filings with the Securities and Exchange Commission) and the undersigned has had the opportunity obtain from Parent information regarding an investment in Parent; and the undersigned will acquire shares of Parent Common Stock pursuant to this Retraction Request solely for investment purposes, with no present intention of distributing or purported Transfer by the Participant of reselling any of such shares or any interest therein. the undersigned is aware that, except as set forth in such Shareholders' Agreement, such shares of Parent Common Stock will not be registered under the Securities Act, and that neither such shares nor any interest therein may be sold, pledged, or otherwise transferred unless the resale of such shares is registered under the Securities Act or such shares qualify for an exemption from such registration, and the certificate(s) representing such shares will bear appropriate restrictive legends referring to such restrictions on transfer. [ ] the undersigned is not a "U.S. Person" as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act"); the undersigned is not acquiring the shares of Restricted Parent Common Stock shall be null for the account or benefit of any such U.S. person; the undersigned has such knowledge and void experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the investment in Parent Common Stock that the undersigned is making by reason of the Retraction Request made hereby;. the undersigned's financial condition is such that the undersigned is able to bear all economic risks of investment in Parent Common Stock, including a complete loss of the undersigned's investment; Parent has provided the undersigned with adequate access to financial and other information concerning Parent (including, without limitation, Parent's public filings with the Securities and Exchange Commission) and the Company shall not recognize undersigned has had the opportunity obtain from Parent information regarding an investment in Parent; and the undersigned will acquire shares of Parent Common Stock pursuant to this Retraction Request solely for investment purposes, with no present intention of distributing 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 reselling any of such sharesshares or any interest therein. The the undersigned is aware that, except as set forth in such Shareholders' Agreement, such shares of Restricted Parent Common Stock shall will not be subject to saleregistered under the Securities Act, executionand that neither such shares nor any interest therein may be sold, pledgepledged, 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 otherwise transferred unless in accordance with Section 4the provisions of Regulation S under the Securities Act or unless the resale of such shares is registered under the Securities Act or such shares qualify for an exemption from such registration, and the Shares shall be certificate(s) representing such shares will bear appropriate restrictive legends referring to such restrictions on transfer. The undersigned hereby notifies the Company that, subject to the following restrictive legendRetraction Call Right referred to below, the undersigned desires to have the Company redeem in accordance with Article 5 of the Share Provisions: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS[ ] all share(s) represented by this certificate; or [ ] _____________________________ share(s) only. The undersigned acknowledges the Retraction Call Right of Parent (or a Permitted Assign) to purchase all but not less than all the Retracted Shares from the undersigned and that this notice shall be deemed to be a revocable offer (subject as hereinafter provided) by the undersigned to sell the Retracted Shares to Parent (or a Permitted Assign) in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Purchase Price and on the other terms and conditions set out in section 5.1 of the Plan of Arrangement. If Parent (or a Permitted Assign) determines not to exercise the Retraction Call Right, TERMS AND CONDITIONS the Transfer Agent will notify the undersigned of such fact as soon as possible. This notice of retraction, and the offer to sell the Retracted Shares to Parent (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERor a Permitted Assign), may be withdrawn and revoked by the undersigned only by notice in writing given to Parent (or a Permitted Assign), the Company and to the Transfer Agent at any time before the close of business on the business day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law or otherwise, the Company fails to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Trust Agreement) CONTAINED IN THE PAR PACIFIC HOLDINGSso as to require Parent to purchase the unredeemed Retracted Shares. Upon request of Parent, INCthe undersigned will duly complete and deliver to Parent a purchaser questionnaire in such form as reasonably required by Parent. 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.The undersigned hereby further represents and warrants to the Company and Parent (and the Permitted Assigns):

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 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 BancTrust Financial Group, Inc. , 2003 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. (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 Seller, 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 Companies have been published, except as provided on SCHEDULE 1.2 attached hereto, the Seller shall not sell, assign, exchange, transfer, assigndistribute, pledge, encumber or otherwise dispose of (in each case, a "TRANSFER") any shares of TSI Stock received by the Seller hereunder. Following the Pooling Restriction Period, the Seller, in the aggregate, may transfer up to 50% of the shares of Restricted Stock or the rights granted hereunder (any TSI Stock, so long as 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 transfer is in accordance with Section 4the Future Sale Procedures set forth in SECTION 1.2(A)(2). Following the date which is six (6) months after the Closing Date, the Shares Seller shall be subject free from the restrictions of this SECTION 1.2(A)(1) to transfer the remaining shares of TSI Stock held by such Seller, 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 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, OTHER THAN IN ACCORDANCE WITH SECTIONS 1.2 AND 2.10 OF THE SHARES THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSOCTOBER __, TERMS 1997, BY AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSAMONG ISSUER, SHIP 'N SHORE CRUISES, INC., SNS COACHLINE, INC., CRUISE TIME, INC., CRUISE MART, INC., SNS TRAVEL MARKETING, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INCSELLER NAMED THEREIN. A COPY UPON THE WRITTEN REQUEST OF THE PLAN HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND AWARD AGREEMENT ARE ON FILE ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATES SPECIFIED IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCSUCH AGREEMENT.

Restrictions on Transfer. Except The Holder, by its acceptance hereof and its acceptance of a Warrant Certificate, represents and warrants (i) that it is acquiring the Warrant and any Shares (or Conversion Shares, as otherwise provided the case may be) or other securities issued upon the exercise of such Warrant for investment purposes, for its own account, and not with an intent to sell or distribute such Warrant or any such Shares (or Conversion Shares, as the case may be) or other securities except in this compliance with applicable United States federal and state securities law and (ii) it is an Accredited Investor. In addition, the Holder acknowledges that the Warrant and the Shares (or Conversion Shares, as the case may be) are subject to the terms and conditions set forth in the Stockholders Agreement, and neither the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of Warrant nor any of the shares Shares (or Conversion Shares, as the case may be) or other securities issued upon the exercise of Restricted Stock such 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, 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 terms of the shares Stockholders Agreement and the terms and conditions hereof. The provisions of Restricted Stock this Section 12 shall be null and void and binding upon all subsequent holders of the Company shall not recognize Warrant, if any. The Shares (or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made Conversion Shares, as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance case may be) 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 Warrant shall be subject to a stop-transfer order and the certificate or certificates evidencing any such shares shall bear the following restrictive legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED (THE SHARES “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF STOCK REPRESENTED HEREBY ARE UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER OR DISPOSITION IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT HAS BEEN PROVIDED TO THE COMPANY). THIS SECURITY IS SUBJECT TO THE RESTRICTIONS, CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AMENDED AND AN AWARD RESTATED STOCKHOLDERS AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN COMPANY, AND AWARD AGREEMENT ARE ON FILE SET FORTH IN THE CORPORATE OFFICES CERTIFICATE OF PAR PACIFIC HOLDINGSINCORPORATION AND BYLAWS OF THE COMPANY, INCCOPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

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 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, transferother than the Exchange Securities) shall bear a legend in substantially the following form: THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, assignAS AMENDED (THE "SECURITIES ACT"), pledgeOR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON 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 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 ISSUER, ITS PARENT COMPANY 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 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 for any losses, executiondamages or liabilities suffered or incurred by 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 Section 16.1 Notwithstanding any other provisions in these share provisions, no Exchangeable Shares may be transferred to or for the benefit of any U.S. Person or any person in the United States. Schedule A RETRACTION REQUEST [TO BE PRINTED ON EXCHANGEABLE SHARE CERTIFICATES] To: Avion Gold Corporation (“Avion”), 0947263 B.C. Unlimited Liability Company (“Endeavour SubCo”) and Endeavour Gold Corporation (“Endeavour Gold”) This notice is given pursuant to Article 6 of the provisions (the “Share Provisions”) attaching to the Exchangeable Shares of Avion represented by this certificate and all capitalized words and expressions used in this Agreementnotice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies Avion that, subject to the Retraction Call Right referred to below, 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 undersigned desires 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 have Avion redeem in accordance with Section 4Article 6 of the Share Provisions: 🞏 all share(s) represented by this certificate; or 🞏 share(s) only represented by this certificate. The undersigned hereby notifies Avion that the Retraction Date shall be . NOTE: The Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by Avion. If no such Business Day is specified above, the Shares Retraction Date shall be subject deemed to be the 15th Business Day after the date on which this notice is received by Avion. The undersigned acknowledges the overriding Retraction Call Right of Endeavour SubCo and Endeavour Gold to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Endeavour SubCo or Endeavour Gold in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in Article 6 of the Share Provisions. This Retraction Request, and this offer to sell the Retracted Shares to Endeavour SubCo or Endeavour Gold, may be revoked and withdrawn by the undersigned only by notice in writing given to Avion at any time before the close of business on the Business Day immediately preceding the Retraction Date. Unless the Retraction Request is revoked, the deemed offer to sell the Retracted Shares to Endeavour SubCo or Endeavour Gold cannot be revoked. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, Avion is unable to redeem all Retracted Shares, the Retracted Shares will be automatically exchanged pursuant to the following restrictive legendVoting and Exchange Trust Agreement so as to require Endeavour to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to Avion and Endeavour SubCo or Endeavour Gold (as applicable) that the undersigned: 🞏 is (select one) 🞏 is not a non-resident of Canada for purposes of the Income Tax Act (Canada). THE TRANSFERABILITY UNDERSIGNED ACKNOWLEDGES THAT, IN THE ABSENCE OF AN INDICATION THAT THE UNDERSIGNED IS NOT A NON-RESIDENT OF CANADA, DEDUCTION AND WITHHOLDING ON ACCOUNT OF CANADIAN TAX MAY BE MADE FROM AMOUNTS PAYABLE TO THE UNDERSIGNED ON THE REDEMPTION OR PURCHASE OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSRETRACTED SHARES. The undersigned, TERMS AND CONDITIONS hereby represents and warrants to Endeavour SubCo, Endeavour Gold and Avion that the undersigned is not in the United States and is not a U.S. Person. The undersigned, hereby represents and warrants to Endeavour SubCo, Endeavour Gold and Avion that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Endeavour SubCo, Endeavour Gold or Avion, as the case may be, free and clear of all liens, claims and encumbrances. (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERDate) CONTAINED IN THE PAR PACIFIC HOLDINGS(Signature of Shareholder) (Guarantee of Signature) 🞏 Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, INCfailing which such securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSNOTE: This panel must be completed and this certificate, INCtogether with such additional documents and payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may require, must be deposited with the Transfer Agent. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSThe securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, INC.and made payable to, respectively, the name of the shareholder as it appears on the register of Avion and the securities and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and Postal Code: Signature Guaranteed by:

Restrictions on Transfer. Except as Tenant shall not directly or indirectly, voluntarily, involuntarily, or by operation of law, mortgage, encumber, pledge, lien, collaterally assign, or otherwise provided in hypothecate all or any part of its leasehold interest under this AgreementLease or the Premises. Further, the Participant may without Landlord’s written consent, which shall not sellbe unreasonably withheld or denied, Tenant shall not transfer, assign, pledgesublet, encumber enter into franchise, license or otherwise dispose concession agreements affecting all or any part of any this Lease, Tenant’s interest in the Premises or Tenant’s business or change ownership or control of the shares of Restricted Stock or the rights granted hereunder entity comprising Tenant (any such disposition or encumbrance being referred to herein as a collectively “Transfer”). Situations in which Landlord may reasonably withhold its consent to a Transfer include, but are not limited to, (i) Landlord’s determination that the proposed transferee’s (“Transferee”) use or proposed operation of the Premises (for anything other than the Permitted Use) is not complimentary to the tenant mix of the Development, or (ii) the proposed Transferee’s net worth or financial condition is not sufficient to satisfy Tenant’s obligations under the Lease, or (iii) the Tenant is currently in default under the Lease. Any Transfer attempted or purported Transfer by without Xxxxxxxx’s prior written consent shall be void and of no force or effect and shall entitle Landlord immediately the Participant right to terminate this Lease and all of its obligations hereunder. No Transfer of this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor from liability under this Lease. The transfer of ownership or control of the entity comprising Tenant by way of the sale of shares through an initial public offering or the purchase or sale 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 if Tenant is a public corporation 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 deemed a 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, INChereunder. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.consent to one (or any) Transfer by Landlord shall not be deemed to be a consent to any subsequent Transfer. 5/3/2023 ROS/Impossible Kicks 17 Form Rev. [02/2023]

Restrictions on Transfer. Except Other than as otherwise provided in permitted by this AgreementSection 5, Dxxxxx may not Transfer (as defined below) any Restricted Class B Shares prior to the five year anniversary of the date of this letter agreement (the date hereof to the date of such five year anniversary, the Participant may “Restricted Period”), and the Company will not sell, transfer, assign, pledge, encumber or otherwise dispose register during the Restricted Period any Transfer of Restricted Class B Shares that does not comply with this letter agreement. In the event that Dxxxxx proposes to Transfer any of the Restricted Class B Shares during the Restricted Period, Dxxxxx shall notify the Company prior to such proposed Transfer and convert such Restricted Class B Shares proposed to be Transferred into shares of Restricted Common Stock (or the rights granted hereunder (any such disposition or encumbrance being referred other securities into which such shares are then convertible) prior to herein as such Transfer; provided, however, that no such conversion shall be required with respect to any such Transfer of Restricted Class B Shares to any Permitted Transferee if such Permitted Transferee agrees in a writing reasonably satisfactory to the Company to be bound for the remainder of the Restricted Period by this Section 5 (such Permitted Transferee who subsequently proposes to Transfer Restricted Class B Shares during the Restricted Period, a “TransferPermitted Transferor”). In the event that during the Restricted Period Dxxxxx or a Permitted Transferor fails to so convert the Restricted Class B Shares to be Transferred into shares of Common Stock (or any such other securities into which such shares are then convertible) prior to such proposed Transfer (other than to a Permitted Transferee), Dxxxxx or the Permitted Transferor, as applicable, shall be deemed to have elected to convert such Restricted Class B Shares that are Transferred (and such Restricted Class B Shares that are to be Transferred shall be deemed to automatically convert) into an equivalent number of shares of Common Stock immediately upon such Transfer. Any Transfer or purported Transfer of Restricted Class B Shares during the Restricted Period not permitted hereunder shall be void and of no effect. The Company shall reference on the certificates for the Restricted Class B Shares the restrictions on transfer imposed by this Section 5, with such references and restrictions to be removed at the Participant of any expiration of the shares Restricted Period. For purposes 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.this letter agreement:

Restrictions on Transfer. Except as otherwise provided in this AgreementEach Purchaser agrees that: (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 Series A Convertible Preferred Stock or the rights granted hereunder Class A Common Stock into which it may be converted unless such offer, sale, pledge, hypothecation or other disposition is in accordance with the Certificate of Designation and this Agreement and is (i) registered under the Securities Act and any other applicable securities laws, or (ii) in compliance with an opinion of counsel to such Purchaser, delivered to the Company and reasonably acceptable to it, 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 such other securities laws; and (b) the certificate(s) representing the Series A Convertible Preferred Stock (and any Class A Common Stock into which it 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, OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT OR SUCH LAWS 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 In addition, the Participant of any of certificates evidencing the shares of Restricted Series A Convertible Preferred Stock shall be null and void and bear legends stating in substance: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND INITIAL PURCHASER, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN SAID STOCK PURCHASE AGREEMENT. THE ISSUER IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF CAPITAL STOCK. A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF CAPITAL STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS (TO THE EXTENT ESTABLISHED) IS ON FILE WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE. THE ISSUER WILL FURNISH A COPY OF SUCH STATEMENT TO ANY SHAREHOLDER OF RECORD, WITHOUT CHARGE, UPON THE WRITTEN REQUEST TO THE ISSUER AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. Upon request of a holder of Series A Convertible Preferred Stock or the Class A Common Stock into which it has been converted, the Company shall not recognize remove the legend set forth above from the certificates evidencing such Series A Convertible Preferred Stock or give effect Class A Common Stock or issue to such Transfer on its books holder new certificates therefor free of such legend, if with such request the Company shall have received an opinion of counsel selected by the holder and records or recognize reasonably satisfactory to the person Company, in form and substance reasonably satisfactory to whom such purported Transfer has been made as the legal or beneficial Company, to the effect that a transfer by said holder of such sharesSeries A Convertible Preferred Stock or Class A Common Stock will not violate the Securities Act or any other applicable securities laws. The shares Notwithstanding the provisions above, no such registration or opinion of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person counsel shall be entitled necessary for a pro rata transfer by a Purchaser which is a corporation to exercise any rights of the Participant as the holder an affiliate of such Restricted Stock corporation, or a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof without the payment of compensation by virtue such partner, or to the estate of any attempted executionsuch partner or retired partner or the transfer by gift, attachment will or other process until intestate succession of any partner to his spouse or lineal descendants or ancestors, if the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided transferee agrees in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall writing to be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSterms hereof to the same extent as if such transferee were an original Purchaser hereunder, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSincluding without limitation, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSthe representations, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSwarranties, INCcovenants and agreements contained in SECTIONS 4.1 to 4.7 hereto, inclusive.

Restrictions on Transfer. Except as The Holder of this Warrant, by acceptance thereof, agrees that, this Warrant and the Warrant Shares issuable upon the exercise hereof have not been registered under the Act, or any state securities laws. This Warrant and the Warrant Shares issuable upon exercise hereof, may not be sold, offered for sale, pledged, transferred, hypothecated or otherwise provided disposed of in the absence of an effective registration statement under or exemption from the Act and all applicable state securities laws. Such Holder agrees that, upon the failure of the Holder to comply with this AgreementSection 8, the Participant Company may not sellissue instructions to its transfer agent to place, transferor may itself place, 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”)stop order” on transfers with respect to the Warrant and Warrant Shares. Any Transfer or purported Transfer The certificates evidencing the Warrant and Warrant Shares which will be delivered to such 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, OR ANY STATE SECURITIES LAWS. THE SHARES SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEMIWEDGE INDUSTRIES, 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 and the Warrant Shares, 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 or Warrant Share is transferred or exercised, INCas applicable, 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 transfer of the Warrant, exercise of the Warrant and consequent issuance of Warrant Shares, or transfer of the Warrant Shares, as applicable, 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 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 The Holder, by its acceptance hereof, represents and warrants that it is acquiring this Warrant and any Shares issued upon the exercise of this Warrant for investment purposes, for its own account, and not with an intent to sell or distribute this Warrant or any such Shares except in compliance with applicable United States federal and state securities law. THE HOLDER AGREES THAT IT MAY NOT TRANSFER, SELL, ASSIGN OR PLEDGE THIS WARRANT EXCEPT AS PERMITTED BY THE STOCKHOLDERS AGREEMENT. In addition, neither this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of Warrant nor any of the shares Shares 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 of the shares of Restricted Stock this SECTION 11 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 binding upon all subsequent holders of such sharesthis Warrant, if any. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance Shares 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 shall bear the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND CERTAIN TRANSFER RESTRICTIONS AGAINST TRANSFER) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGSSTOCKHOLDERS AGREEMENT DATED AS OF JANUARY 6, INC2000 BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS THEREOF, AS AMENDED. 2012 LONG TERM INCENTIVE PLAN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 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 COMPANY OF AN AWARD AGREEMENT ENTERED INTO BETWEEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE REGISTERED OWNER OF CORPORATION STATING THAT SUCH SHARES SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH ACT 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 (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(a) The Lessor may, subject to the rights of the Lessee under the Lease and the other Operative Agreements, the Participant may not sellrights of the Primary Financing Parties under the Operative Agreements and to the Lien of the applicable Security Documents, transferdirectly or indirectly, assign, pledgeconvey, encumber or otherwise dispose transfer all but not less than all of its right, title and interest in or to the Property, the Lease and the other Operative Agreements (including without limitation any right to indemnification thereunder), and any other document relating to the Property or any interest in the Property as provided in the Lease to any Eligible Lessor for any reason, but only with the prior written consent of the Majority Secured Parties (the consent of any individual Secured Party not to be unreasonably withheld or delayed) and (provided, no Lease Default or Lease Event of Default has occurred and is continuing) with the consent of the Lessee (not to be unreasonably withheld or delayed). The Lessor hereby agrees that the Lessee shall be deemed to have acted reasonably and shall have exercised reasonable discretion in the event and to the extent the Lessee has withheld its consent to or refused to approve any requested transfer, assignment, conveyance or appointment by the Lessor under this Section 10.1(a) based on a reasonable belief that the requested transfer, assignment, conveyance or appointment will adversely affect the accounting by the Lessee of the transactions contemplated hereunder and under the other Operative Agreements in accordance with GAAP. The provisions of the first sentence of this Section 10.1(a) shall not apply to the obligations of the Lessor to transfer the Property to the Lessee or a third party purchaser pursuant to Article XXII of the Lease upon payment for the Property in accordance with the terms and conditions of the Lease. The Lessee may not assign any of the shares of Restricted Stock Operative Agreements 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 its rights or obligations thereunder or with respect to the shares Property in whole or in part to any Person without the prior written consent of Restricted Stock shall be null and void the Agent and the Company shall not recognize Primary Financing Parties. Each Credit Lender may participate, assign or give effect to such Transfer on transfer all or a portion of its books interest hereunder and records or recognize 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 Operative Agreements only in accordance with Section 4the provisions of the Credit Note Loan Agreement, and each Mortgage Lender may participate, assign or transfer all or a portion of its interest hereunder and under the Shares shall be subject to other Operative Agreements only in accordance with 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, INCMortgage Note Loan Agreement.

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 order instructions with respect to the shares of Restricted NCBC Common Stock received by the undersigned pursuant to the Merger will be given to NCBC's Transfer Agent and that there will be placed on the certificates of 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 to which is accounted for as a “Transfer”)"pooling of interests" and many not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as National Commerce Bancorporation ("NCBC") 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 NCBC) or (H) Rule 144 (in the case of shares issued to an individual who is an affiliate of NCBC) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for NCBC that such sale or offer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing NCBC securities issued subsequent to the original issuance of the NCBC Common Stock pursuant to the Merger as a result of any offer of such shares or any stock dividend , stock split, or other recapitalization as long as the NCBC Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such a manner to justify the removal of the legend therefrom. Upon the request of the undersigned, NCBC shall cause the certificates representing the shares of Restricted NCBC 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 delete restrictions applicable to the NCBC Common Stock received by the undersigned pursuant to the Merger, or other process until upon the restrictions imposed herein on expiration of the Transfer restrictive period set forth in Rule 145(d), NCBC, upon the request of the undersigned, will cause the certificates representing the shares of Restricted NCBC 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 undersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145 (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERd) 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 NCBC 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 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 as otherwise provided in (a) Neither this Agreement, Warrant nor any shares of Restricted Common Stock issued upon the Participant may not sell, transfer, assign, pledge, encumber exercise hereof shall be Transferred other than pursuant to an effective registration statement under the Securities Act or otherwise dispose an exemption from the registration provisions thereof. No Transfer of this Warrant or any of the such shares of Restricted Stock other than pursuant to such an effective registration statement shall be valid or effective unless (i) 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 holder of the securities proposed to be transferred shall have delivered to the Company either a no-action letter from the Commission, together with comparable letters from any applicable state securities authorities, or an Opinion of Counsel to the effect that such proposed Transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or (ii) such Transfer is being made pursuant to Rule 144 or Rule 144A under the Securities Act and such holder shall have delivered to the Company a certificate, in a form reasonably acceptable to Company, setting forth the basis for applying such Rule to the proposed Transfer. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon any such Transfer, other than in a public offering pursuant to an effective registration statement shall be null bear the restrictive legend set forth in Section 8.2(a), and void and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 8.2(b), unless the Holder delivers to the Company shall an Opinion of Counsel to the effect that such legend is not recognize required for the purposes of compliance with the Securities Act. Holders of the Warrants or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made Restricted 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 48.1(a). (b) Except with the prior written consent of the Company, the Shares shall neither this Warrant nor any shares of Warrant Stock issuable upon exercise hereof may be subject Transferred at any time to: (i) Directed Electronics, Inc. or any Affiliate or successor thereof, (ii) Darrxxx Xxxx xx (iii) any Person that 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, INCknowledge of the transferring Holder is a member of the immediate family of Darrxxx Xxxx.