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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Restrictions on Transfer. Except as otherwise provided (a) Every Security that bears or is required under this Section 2.09 to bear the legend set forth in this AgreementSection 2.09 (together with any Common Stock issued upon conversion of the Securities that is required to bear the legend set forth in this Section 2.09, 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 2.09 (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, 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 2.09, the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Securities, or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereto, and (2) such later date, if any, as may be required by applicable law, any certificate evidencing such Securities (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.09, if applicable) shall bear a legend in substantially the following restrictive legend: form (unless such Securities have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee): THIS SECURITY AND THE TRANSFERABILITY COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SHARES SECURITIES ACT OF STOCK REPRESENTED HEREBY ARE SUBJECT TO 1933, AS AMENDED (THE RESTRICTIONS“SECURITIES ACT”), TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PAR PACIFIC HOLDINGSFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, 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.ACQUIRER:

Restrictions on Transfer. Except This Warrant and the Warrant Shares will not ------------------------ be registered or qualified under the Securities Act of 1933, as otherwise provided in this Agreementamended (the "Act"), or the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose securities laws of any of the shares of Restricted Stock state 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 other jurisdiction 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 therefore will not be subject transferable except pursuant to sale, execution, pledge, attachment, encumbrance an exemption under 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 Act, including Rule 144A adopted under the Act, in compliance with applicable state securities laws and pursuant to the provision of this Warrant. Unless the Warrant or Warrant Shares shall have been duly registered under the Act pursuant to Section 47 hereof, (a) the certificates representing the Warrant Shares shall bear a legend comparable to the legend on the first page of this Warrant regarding restrictions on transfer and (b) no sale, pledge or other disposition of this Warrant or any Warrant Shares may be made by any person unless either (i) such sale, pledge or other disposition is made to a "qualified institutional buyer" that executes a certificate in the form of Exhibit A attached hereto to the effect that (A) it is a "qualified institutional buyer" as defined under Rule 144A of the Act, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A and (B) it is aware that the transferor of this Warrant or any Warrant Shares intends to rely on the exemption from the registration requirements under the Act provided by Rule 144A, or (ii) such sale, pledge or other disposition is otherwise made in a transaction exempt from the registration requirements under the Act and (A) the prospective transferor and transferee certify in writing to the Company the facts surrounding such disposition, which certifications shall be in the form of Exhibits B-1 and B-2 attached hereto and (B) if the disposition is not a transfer under Rule 144A or a disposition between or among affiliates, the Shares Company may request a written opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not violate the Act. In connection with a sale or other disposition of the Warrant or the underlying Warrant Shares, the subsequent holder or holders shall be subject to bound by the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCprovisions of this 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 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 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 Note Purchaser 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 Note Purchase 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 Stock certificates representing the Restricted Stock granted hereunder shall be registered in this Agreementthe Recipient’s name, or Recipient’s designee if approved by the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of Committee. Prior to the shares of Restricted Stock or the rights granted hereunder (any becoming vested, such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer certificates shall either be held by the Participant of any Company on behalf of the shares Recipient, or delivered to the Recipient bearing a legend to restrict transfer of the certificate until the Restricted Stock has vested, and has been delivered to the Recipient with all restrictions removed. The Recipient shall have the right to vote and/or receive dividends on the Restricted Stock before it has vested. Except as may otherwise be expressly permitted by the Committee, no share of Restricted Stock may be sold, transferred, assigned or pledged by the Recipient until such share has vested, has been replaced with an unrestricted certificate, and has been delivered to the Recipient in accordance with the terms hereof and the Restricted Stock Plan. Any transfer or pledge, or attempted transfer or pledge, in violation of this restriction shall be null and void and of no force and effect, and shall not be recognized by the Company shall not recognize as a valid transfer or give effect pledge. Except as hereinafter provided, in the event of Recipient’s termination of employment before all the Recipient’s Restricted Stock has vested, or in the event other conditions 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 vesting of Restricted Stock shall have not be subject been satisfied prior to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of deadline for the Participant as the holder satisfaction of such Restricted Stock by virtue of any attempted executionconditions set forth herein, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock that have not vested shall lapse as provided in Section 4 hereofbe forfeited and any purchase price paid by the Recipient shall be returned to the Recipient. Until At the Shares represented hereby vest time Restricted Stock vests and is deliverable to the Participant in accordance with Section 4the terms hereof and the Restricted Stock Plan (and upon the return of such certificates to the Company), the Shares a certificate for such vested shares shall be subject delivered to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSRecipient (or the beneficiary designated by the Recipient in the event of death), TERMS AND CONDITIONS free of all such restrictions. Notwithstanding the foregoing to the contrary, in the event of the Recipient’s termination of employment by the Company before all the Participant’s Restricted Stock has vested, for every month, or partial month, of employment (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERusing April 1, 2011, as the start date solely for purposes of calculating the number of shares deemed vested on any given date) CONTAINED IN THE PAR PACIFIC HOLDINGSprior to termination of employment, INCone sixtieth (1/60th) of the shares awarded herein shall be deemed vested when, and only when, such shares would otherwise have vested had the Recipient remained employed by the Company through the term of such vesting. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSWhen any such Restricted Stock which had not already vested and been distributed to the Recipient prior to termination, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSvests in the normal course as set forth in the Plan, INCand is otherwise deliverable under the terms of the Plan and this Agreement, a certificate for such vested shares shall be delivered to the Recipient (or Recipient’s permitted designee or the beneficiary designated by the Recipient in the event of death).

Restrictions on Transfer. (1) Except as otherwise provided for transfers to immediate family members who agree to be bound by the restrictions set forth in this AgreementSECTION 1.2 (or trusts for the benefit of family members of the Sellers, the Participant may trustees of which so agree), during the period (the "RESTRICTION PERIOD") beginning on the date of Closing and ending on the one year anniversary of the Closing, the Sellers shall not sell, assign, exchange, transfer, assign, pledge, encumber distribute or otherwise dispose of (in each case, a "TRANSFER") any of the shares of Restricted TSI Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer received by the Participant of any of Sellers hereunder. Following the Restriction Period, the Sellers may transfer their shares of Restricted TSI Stock shall be null and void and the Company shall not recognize or give effect to so long as 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 4, the Shares shall be subject Future Sale Procedures set forth in SECTION 1.2(a)(2). The certificates evidencing the TSI Stock delivered to the following restrictive legendSellers pursuant to this Agreement shall bear a legend substantially in the form set forth below: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, CHANGED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, OR OTHER DISPOSITION, OTHER THAN IN ACCORDANCE WITH SECTIONS 1.2 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF JANUARY __, 1999, BY AND AMONG ISSUER, AHI INTERNATIONAL CORPORATION, RICHARD SMALL AND ARLENE SMALL. THE XXXXXS REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT MAY ONLY BE TRANSFERRED PURSUANT TO A REGISTRATION STATEMENT COVERING 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 TRANSFER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. OR A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCVALID EXEMPTION FROM REGISTRATION.

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) shall bear the following legend: "THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, transferAS AMENDED (THE "SECURITIES ACT"), assignOR ANY OTHER STATE SECURITIES LAWS, pledgeAND, encumber or otherwise dispose of any ACCORDINGLY, NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, 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 REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACQUISITION HEREOF, AGREES THAT IT WILL NOT, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE ORIGINAL ISSUE DATE HEREOF, RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO XXXXXXXXXX TECHNOLOGY INCORPORATED OR A SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY AFTER THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT." 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 in this Agreement, Each Lender may assign or transfer all or a portion of its interest hereunder and under 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 Operative Agreements in accordance with Section 49.8 of the Credit Agreement; provided, (i) each assignee or transferee with -------- respect to Tranche A Loans and Tranche A Commitments must obtain the same ratable interest in Tranche A Loans and Tranche A Commitments as defined in the COSI Participation Agreement, and (ii) each assignee or transferee with respect to Tranche B Loans and Tranche B Commitments must obtain the same ratable interest in Tranche B Loans and Tranche B Commitments as defined in the COSI Participation Agreement. The Holders may, directly or indirectly, assign, convey or otherwise transfer any of their right, title or interest in or to the XXXX Trust Estate (together with the same ratable interest in the COSI Trust Estate) or the Trust Agreement with the prior written consent of the Agent and, so long as no Lease Default or Lease Event of Default shall have occurred and be continuing and the Lessee has rights in one or more of the Properties under the Lease, the Shares Lessee (which consent shall not be unreasonably withheld or delayed). The Owner Trustee may, subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSLien of the applicable Security Documents but only with the prior written consent of the Agent, TERMS AND CONDITIONS the Holders (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERwhich consent may be withheld by the Agent and/or the Holders in their sole discretion) CONTAINED IN THE PAR PACIFIC HOLDINGSand (provided no Default or Event of Default has occurred and is continuing) with the consent of the Lessee, INCdirectly 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, this Agreement (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. 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 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.

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 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 AgreementOn or prior to the Effective Date, none of Seller or the Participant may not Seller Owners shall, nor shall they permit any of their Affiliates to sell, transfer, assigncontract to sell, pledge, encumber grant any option to purchase, acquire any option to sell, hypothecate, loan, make a short sale or otherwise transfer to any Person or dispose of (each a "Transfer") any shares of Company Common Stock. For a period of 180 days following the Effective Date (the "Transfer Period"), Seller and the Seller Owners shall not, and shall not permit any of their Affiliates to, Transfer in the aggregate on any given day (a "Transfer Date") such number of shares of Restricted Company Common Stock that exceeds (i) the product of (x) [Number equal to 20% of the Company's average daily trading volume during the 30-day trading period immediately preceding the Closing]/1/ shares of Company Common Stock and (y) the number of trading days in the period from and including the Effective Date to and including the Transfer Date less (ii) the aggregate number of shares of Company Common Stock Transferred by Seller, the Seller Owners and any of their Affiliates in accordance with this section during the period from and including the Effective Date to, but excluding, the Transfer Date; provided, however, that Seller and the Seller Owners shall not, and shall not permit any of their Affiliates to, Transfer, whether directly or indirectly, more than [Number equal to 60% of the rights granted hereunder (Company's average daily trading volume during the 30-day trading period immediately preceding the Closing]/2/ shares of Company Common Stock on any such disposition or encumbrance being referred to herein Transfer Date, and provided, further, that in determining the maximum number of shares of Company Common Stock that may be Transferred in any one day as a “Transfer”). Any Transfer or purported Transfer provided above, any Transfers permitted by the Participant succeeding sentence shall not be included in such calculation. Notwithstanding anything herein to the contrary, the transfer restriction set forth in this section shall not apply to: (1) any Transfer of any shares of Company Common Stock by Seller to either of the shares Seller Owners; (2) any Transfer to holders of Restricted Stock membership units in Seller other than the Seller Owners, provided, however, that such holders shall be null and void and agree with the Company shall not recognize or give effect in writing prior to such Transfer on its books to be bound by the terms of this Agreement; and records (3) any Transfer of all or recognize part of the Shares to one or more persons (a "Negotiated Transaction"), provided, however, that such person or persons shall agree with the Company in writing prior to whom such purported Transfer has been made as to be bound by the legal or beneficial holder terms of such shares. The this Agreement and provided further that the maximum number of shares of Restricted Company Common Stock that may be sold by all such persons, together with Seller Owners and Affiliates, shall not exceed in the aggregate the maximum number of shares of Company Common Stock that may be subject sold as provided above. In addition to salethe foregoing, execution(i) at any time after the Effective Date and prior to June 30, pledge2006, attachmentSeller and the Seller Owners shall not, encumbrance and shall not permit any of their Affiliates to knowingly make any direct Transfer in a Negotiated Transaction that would result in the acquirer holding economic or other process voting ownership in excess of five percent (5%) or more of Company Common Stock and no person (ii) at any time after the Effective Date, Seller and the Seller Owners shall not knowingly (after due inquiry of the transferee) and shall not knowingly permit any of their Affiliates to knowingly (after due inquiry of the transferee) make any direct Transfer in a Negotiated Transaction that would result in the acquirer holding economic or voting ownership in excess of ten percent (10%) or more of Company Common Stock. For purposes of this Section 4, neither Seller nor Seller Owners shall be entitled deemed to exercise any rights have made a transfer that would result in the acquirer holding economic or voting ownership in excess of the Participant as the holder five percent (5%) or ten percent (10%) of such Restricted Company 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 clauses (i) and (ii) above, if such transfer is made in an open market broker sale transaction without knowledge of the identity of the acquiror at the time of the sale transaction by Seller or Seller Owners. Seller and Seller Owners (and any subsequent transferee who agrees to be bound by the terms of this Section 4 hereof. Until 4) agree that within five business days after the Shares represented hereby vest consummation of any Transfer referred to in accordance with this Section 4, the Shares such transferring party shall be subject deliver documentation to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSPurchaser that identifies the transferee, 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 number of shares of Company Common Stock transferred and the date of such Transfer.

Restrictions on Transfer. Except as otherwise None of the Securities to be received hereunder have been registered under the Securities Act or under the securities laws of any state and Company shall have no obligation to register the resale of such Securities under the Securities Act or under the securities Laws of any state, except to the extent provided in this the Registration Rights Agreement. In addition to the restrictions set forth below, the Participant Securities may not be Transferred (i) if such action would constitute a violation of any federal or state securities Laws or a breach of the conditions to any exemption from registration thereunder (including a loss of the exemptions under the Securities Act (including Rule 506 of Regulation D under the Securities Act), or applicable state securities Laws) on which Company is relying in connection with the issuance of the Securities (a “Securities Violation”), and (ii) except with respect to a pledge, assignment as collateral, charge or any other security of the Note in favor of any bank, financial institution or any other entity which is regularly engaged in or established for the purposes of making, purchasing or investing in loans, securities or other financial assets, but excluding any transfer upon default or transfer requiring removal of the restrictive legend thereon, the Purchaser has delivered to Company an opinion of counsel reasonably satisfactory to Company that such registration or qualification is not required and such action will not constitute a breach of the conditions to any exemption from registration thereunder (including a loss of the exemptions under the Securities Act (including Rule 506 of Regulation D under the Securities Act), or applicable state securities laws) on which Company is relying in issuing the Securities. As long as it does not constitute a Securities Violation and, except with respect to a pledge (but not transfer upon default) of the Note to a commercial lender in a transaction that does not require removal of the restrictive legend thereon, such opinion of counsel is provided to the Company, the Securities may be freely Transferred at any time (provided if such Securities are Transferred by Purchaser to a member of the Elutions Group and are, in the aggregate, greater than 3% of the outstanding Common Stock of Company as held by any single transferee and its, his, or her Affiliates and Associates (as defined in Rule 12b-2 of the under the Exchange Act), excluding any other member of the Elutions Group, such transferee agrees to the provisions of Section 6.9 hereof; provided, that such transferee shall also be provided with the benefit of the limitations to such provisions set forth in Section 6.9 hereof. In addition to the foregoing restrictions, Purchaser shall not sell, transferlease, assign, pledge, encumber assign or otherwise dispose transfer (voluntarily or by entering into a transaction resulting in a transfer by operation of law) (“Transfer”) 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 Securities 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, INCextent prohibited in the Transaction Documents).

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

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

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

Restrictions on Transfer. (1) Except as otherwise provided for transfers to immediate family members who agree to be bound by the restrictions set forth in this AgreementSection 1.2 (or trusts for the benefit of family members of the Sellers, the Participant may trustees of which so agree), during the period (the "Pooling Restriction Period") beginning on the date hereof and ending such time as financial statements covering at least thirty (30) days of post-acquisition combined operations of TSI and the Company have been published, the Sellers shall not sell, assign, exchange, transfer, assign, pledge, encumber distribute or otherwise dispose of (in each case, a "transfer") any of the shares of Restricted Stock or TSI Stock. Following the rights granted hereunder (any Pooling Restriction Period, the Sellers, in the aggregate and in proportion to the number of such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted TSI Stock shall be null and void and the Company shall not recognize or give effect held by each such Seller, may transfer up to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder 15 percent of such shares. The their shares of Restricted Stock shall not be subject to saleTSI Stock, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant so long as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest transfer is in accordance with the Future Sale Procedures set forth in Section 41.2(a)(2), provided, however, that following the date which is six (6) months after the end of the Closing Date, the Shares Sellers shall be subject free from the restrictions of this Section 1.2(a)(1) to transfer the following restrictive legendremaining shares of TSI Stock held by such Sellers, so long as such transfers are in accordance with the Future Sale Procedures set forth in Section 1.2(a)(2). The certificates evidencing the TSI Stock shall bear a legend substantially in the form set forth below: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, OR OTHER DISPOSITION, OTHER THAN IN ACCORDANCE WITH SECTIONS 1.2 OF THE SHARES THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSOCTOBER 28, TERMS 1997, BY AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSAMONG ISSUER, CRUISEWORLD, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INCSELLERS NAMED THEREIN (THE "PURCHASE AGREEMENT"). A COPY UPON THE WRITTEN REQUEST OF THE PLAN HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO PROMPTLY REMOVE THIS RESTRICTIVE LEGEND (AND AWARD ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) TO THE EXTENT THE RESTRICTIONS SET FORTH IN SECTION 1.2 OF THE PURCHASE AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCNO LONGER APPLY.

Restrictions on Transfer. Except as The Registrable Securities have not been registered under the Securities Act, and none of the Registrable Securities may be sold, assigned, transferred, pledged, encumbered or otherwise disposed of (collectively, “transferred”) unless such Registrable Securities have been registered under the Securities Act and applicable state securities laws or, in the opinion of counsel reasonably acceptable to the Company, in form and substance reasonably satisfactory to the Company, exemption from such registration is available. In addition, the Registrable Securities may not be transferred until May 2, 2003 (the “Lock-Up Period”), other than by (i) transferring any or all of the Registrable Securities to an Affiliate of the Holder, provided that (A) such Affiliate transferee agrees in writing to be subject to the restrictions herein with respect to the Registrable Securities so transferred to it for the remainder of the Lock-Up Period and (B) the transferor (or LMC if the transferor is a Controlled Affiliate of LMC) provides written notice to the Company of such transfer, which notice certifies to the Company that the transferee is an Affiliate of the transferor, and which notice is accompanied by a copy of the instrument pursuant to which the transferee so agrees to be subject to the restrictions herein to the extent provided in this Agreementclause (A) above, or (ii) commencing on May 2, 2002, as to Registrable Securities representing up to an aggregate of (x) 30,365,852 of the Shares issued pursuant to the LUVSG Merger Agreement and (y) a number of LTVGIA Shares equal to twenty-five percent (25%) of the number of Shares issued pursuant to the LTVGIA Merger Agreement (collectively, the Participant “Pledgeable Shares”), as the same shall be appropriately adjusted in the event of stock splits, eligible bonus issues, combinations, or any recapitalization, reclassification or similar transaction involving the Company, (X) pledging or granting a security interest in any or all of the Pledgeable Shares, provided that the pledgee or other holder of a security interest agrees in writing to be subject to the remainder of the Lock-Up Period or (Y) issuing or acquiring any Derivative Security or entering into any equity swap transaction or mandatory or nonmandatory exchangeable note transaction with respect to the Pledgeable Shares, provided that none of the Underlying Registrable Securities may not sellbe transferred prior to the expiration of the Lock-Up Period. Notwithstanding the foregoing, transfer, assign, pledge, encumber if a Holder pledges or otherwise grants a security interest in the Pledgeable Shares and subsequently defaults on the secured obligation as a consequence of the Holder’s insolvency or bankruptcy, the pledgee or other holder of a security interest will be entitled to dispose of any the Pledgeable Shares prior to the end of the shares Lock-Up Period, provided, however, if such pledgee or other holder of Restricted Stock a security interest desires to dispose of the Pledgeable Shares prior to the end of the Lock-Up Period, then such pledgee or the rights granted hereunder other holder (any such disposition or encumbrance being referred to herein as a “TransferTransferor”) shall first offer to sell all such Pledgeable Shares to the Company by delivering to the Company a written notice setting forth the number of Pledgeable Shares to be disposed of (the “Offered Securities”), the identity of the proposed transferee and the nature of the Transferor’s relationship with the proposed transferee (a “Transfer Notice”). Any The Company, at its sole option, may elect, by providing notice (“Election Notice”) to the Transferor within 30 days of the effective date of the Transfer Notice, to purchase from the Transferor (and to require the Transferor to sell to the Company) all or purported Transfer any portion of the Offered Securities for cash at a purchase price equal to the fair market value (as defined below) of such Offered Securities, subject to the Company’s receipt or, to the extent permitted by applicable law, waiver of all necessary shareholder, Australian Stock Exchange, and other governmental approvals (collectively, the Participant “Required Consents”). For purposes of this Section 8(d), the “fair market value” of any Pledgeable Shares shall be equal to the average of the daily closing prices of the ADSs (or other applicable shares of Restricted Stock capital stock or American Depositary Shares) for the 20 consecutive trading days immediately preceding the effective date of the Company’s Election Notice. The closing price for each day shall be null the last reported sales price regular way or, if no such reported sale takes place on such day, the closing bid price regular way, in either case as reported on the New York Stock Exchange or other U.S. national securities exchange. The closing of any purchase and void and sale pursuant to the Company’s right of first refusal under this Section 8(d) shall occur within five business days following the Company’s receipt or waiver of all Required Consents. The Company shall use its reasonable best efforts to obtain or waive all Required Consents as promptly as practicable following the effective date of its Election Notice. If the Company shall not recognize is unable to obtain or give effect to such Transfer on waive all Required Consents within 180 days following the effective date of its books and records or recognize Election Notice, 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 Transferor shall be entitled to exercise any rights dispose of the Participant as Offered Securities without restriction. The Holder agrees that the holder Registrable Securities may be legended to reflect the restrictions contained in this Section 8(d) and that corresponding instructions may be given to the transfer agent (or any depositary) for the Registrable Securities. The Company agrees that, upon the written request of such Restricted Stock by virtue LMC (on behalf of any attempted executionPurchaser or Holder which is a Controlled Affiliate of LMC) or, attachment if a Purchaser or other process until Holder is not a Controlled Affiliate of LMC, such Purchaser or Holder, it will take such actions as are reasonably necessary (including, without limitation, providing appropriate instructions (including, but not limited to, instructions to remove legends from certificates evidencing the restrictions imposed herein on Registrable Securities) to the Transfer Depositary under the Amended and Restated Deposit Agreement, dated as of December 3, 1996, among the shares Company, Citibank, N.A., as Depositary, and the Holders of American Depositary Receipts, as such agreement has been or may in the future be amended or supplemented (the “Deposit Agreement”)) to (i) facilitate transfers permitted hereby and under the Restricted Stock shall lapse Securities Letter Agreement (as provided defined in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, LTVGIA Merger Agreement) and (ii) cause the Shares shall Registrable Securities to cease to be deemed Restricted Securities pursuant to the Deposit Agreement and to cease to be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSprovisions of the Restricted Securities Letter Agreement (x) to the extent appropriate to reflect that such Registrable Securities have become Pledgeable Shares hereunder, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERy) CONTAINED IN THE PAR PACIFIC HOLDINGSupon expiration of the Lock-Up Period, 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, INCto reflect that such Registrable Securities are not subject to the restrictions on transfer under this Section 8(d) and (z) at such time as particular Registrable Securities cease to be Registrable Securities in accordance with the last sentence of the definition of Registrable Securities herein.

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 shares. The shares of Restricted Stock shall not transfer may 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, INCeffected.

Restrictions on Transfer. Except Other than as otherwise provided in permitted by this AgreementSection 5, Xxxxxx 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 Xxxxxx proposes to Transfer any of the Restricted Class B Shares during the Restricted Period, Xxxxxx 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 Xxxxxx 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), Xxxxxx 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 Purchaser understands that the Shares 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 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. In the event that the Purchaser desires to transfer the Shares 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 in substantially the form attached as Annex A hereto and such other additional 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 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 of Restricted Stock shall securities may be effected without registration under the Securities Act and will not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise result in any rights of the Participant as the holder of such Restricted Stock by virtue violation 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 applicable state securities laws relating 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 or qualification of securities for sale.

Restrictions on Transfer. Except as otherwise provided in this Agreementwith respect to De Minimis ------------------------ Transfers permitted hereunder, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of undersigned understands and agrees that stop transfer instructions with respect to the shares of Restricted Acquiror Common Stock received by the undersigned pursuant to the Merger will be given to the Acquiror'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 substantially as follows: "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 AnswerThink Consulting Group, Inc. ("Acquiror") 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 (except for such sales to the extent permitted pursuant to a limited de minimis transfer exception under the accounting rules, regulations, interpretations and bulletins of the SEC). 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) of the Rules and Regulations of such Act (in the case of shares issued to an individual who is not an affiliate of Acquiror) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Acquiror), or (3) in accordance with a legal opinion satisfactory to counsel for Acquiror 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 Acquiror securities issued subsequent to the original issuance of the Acquiror Common Stock pursuant to the Merger as a result of any stock dividend, stock split, or other recapitalization as long as the Acquiror 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, Acquiror shall cause the certificates representing the shares of Restricted Acquiror 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 promptly after the requirements of ASR 130 and 135 have been met upon receipt of an opinion of counsel reasonably acceptable to Acquiror to the effect that such legend may be removed (the Acquiror may waive, attachment in the Acquiror's sole and absolute discretion, the Acquiror's right to receive such opinion). In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Acquiror 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), Acquiror, upon the request of the undersigned, will cause the certificates representing the shares of Restricted Acquiror 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 Acquiror of an opinion of counsel reasonably acceptable to Acquiror to the effect that such legend may be removed.

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 (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 as otherwise provided in this Agreement, the Participant may NCSU shall not sell, transfer, assign, pledge, encumber hypothecate or otherwise dispose of any of the shares Shares unless and until: Licensee has a class of Restricted Stock securities registered under Section 12 of the 1934 Act; or the rights granted hereunder Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Commission pursuant to the 1933 Act or a valid exemption therefrom or pursuant to Rule 144 thereunder. Notwithstanding anything to the contrary in this Agreement, NCSU may transfer the Shares to an affiliate of NCSU; provided that such affiliate has delivered to Licensee a written agreement making the representations and acknowledgments set forth in Sections 2.3 and 2.4 and agreeing to be bound by the restrictions of this Section 3.1 with respect to the Shares so transferred Legends. The certificates representing the Shares may bear the following restrictive legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT DATED ___________, ____ BY AND BETWEEN THE COMPANY AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Any legends required by the applicable securities or “blue sky” laws of any state or other jurisdiction. Notwithstanding anything herein to the contrary, the restrictions imposed by this Article III on the transferability of any Shares shall cease and terminate when: (a) any such disposition Shares are sold or encumbrance being referred to herein as otherwise disposed of in accordance with a “Transfer”). Any Transfer registration statement or purported Transfer by such other method that does not require that the Participant of any of securities transferred bear the shares of Restricted Stock shall be null and void and legend set forth in Section 3.2 hereof; or (b) the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such sharesShares has met the requirements for transfer pursuant to subparagraph (k) of Rule 144. The shares Whenever the restrictions imposed by this Article III have terminated, a holder of Restricted Stock shall not be subject a certificate for such Shares as to sale, execution, pledge, attachment, encumbrance or other process and no person which such restrictions have terminated shall be entitled to exercise receive from Licensee, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.2 hereof and not containing any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until reference to 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, INCby this Agreement.

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

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

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may 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 CSBI Common Stock received by the undersigned pursuant to the Merger will be given to CSBI'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 and 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 Century South Banks, Inc. ("CSBI")) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of CSBI) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for CSBI that such sale or transfer is otherwise exempt from the registration requirements of the Act." Such legend will also be placed on any such disposition or encumbrance being referred certificate representing CSBI securities issued subsequent to herein the original issuance of the CSBI Common Stock pursuant to the Merger as a “Transfer”)result of any stock dividend, stock split or other recapitalization as long as the CSBI Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such a manner as to justify the removal of the legend therefrom. Any Transfer or purported Transfer In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the CSBI 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), CSBI, upon the request of the undersigned, will cause the certificates representing the shares of Restricted CSBI Common Stock shall be null and void and issued to the Company shall not recognize or give effect undersigned in connection with the Merger 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 CSBI of the shares an opinion of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject its counsel to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCeffect that such legend may be removed.

Restrictions on Transfer. Except Upon original issuance by the Company, and until such time as otherwise provided in this Agreementthe same is no longer required under the applicable requirements of the Securities Act, the Participant may not sellSecurities and the Remarketed Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: THIS NOTE AND THE NOTE 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 NOTE 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 NOTE 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 NOTE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE NOTE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, ALPHARMA INC. 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 or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Remarketed Notes by the Participant of any of 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 Purchasers shall not be subject liable or responsible to saleAlpharma or the Company for any losses, executiondamages or liabilities suffered or incurred by Alpharma 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 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 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 Each Consenting Lender agrees that, as otherwise provided long as this Agreement has not terminated in this Agreementaccordance with its terms, the Participant may it shall not sell, transfer, assign, pledge, encumber assign or otherwise dispose of any Claims, or any option thereon or any right or interest (voting or otherwise) in any or all of its Claims (including, without limitation, any participation therein), unless (i) the transferee, participant or other party (A) is a Consenting Lender, (B) is an affiliate of a Consenting Lender that complies with the requirement of clause (C), or (C) agrees in writing to assume and be bound by all of the shares terms of Restricted Stock this Agreement with respect to all Claims such transferee, participant or other party currently holds or shall acquire in the rights granted hereunder future by executing the Joinder attached hereto as Exhibit B (any such disposition transferee, participant or encumbrance being referred other party, if any, to herein as also be a “Transfer”Consenting Lender” hereunder), and (ii) the transferor complies with any applicable transfer restrictions and/or conditions to transfer set forth herein and in the PIK Credit Agreement. Any Transfer or purported Transfer by the Participant If a transferee of any of the shares Claims is not a Consenting Lender or does not execute a Joinder in substantially the form attached hereto as Exhibit B prior to or contemporaneously with the completion of Restricted Stock such transfer, participation or other grant, then such sale, transfer, assignment or other disposition of the Claims or related option, right or interest shall be null and deemed void and ab initio. This Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims against the Company Company; provided, however, that any such additional holdings shall not recognize or give effect automatically be deemed 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 all of the Participant as the holder terms of this Agreement and each 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 Consenting Lender agrees that such additional Claims shall be subject to this Agreement and that it shall vote (or cause to be voted) any such additional Claims in a manner consistent with this Agreement. Subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSterms and conditions of any order of any court, TERMS AND CONDITIONS each Consenting Lender agrees to provide to counsel for the Company and the other Consenting Lender(s) (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERi) CONTAINED IN THE PAR PACIFIC HOLDINGSa copy of any Joinder and (ii) a notice of the acquisition of any additional Claims, INCin each case within five (5) business days of the consummation of the transaction disposing of, or acquiring, Claims. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSNotwithstanding the foregoing, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSany transferee Lender that specifies in the documentation executed in connection with the transfer of all or any of its Claims that it is acting as a “Riskless Principal,” as such term is defined by the Loan Syndications and Trading Association in its Standard Terms and Conditions for Distressed Trade Confirmations shall not be required to execute the Joinder annexed hereto as Exhibit B in connection with such transfer; provided, INC.however, that any subsequent transferee Lender of such “Riskless Principal” shall be required to execute the Joinder annexed hereto as Exhibit B.

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 Acquiror Common Stock received by the undersigned pursuant to the Merger will be given to the Acquiror'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 substantially as follows: "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 Titan Corporation ("Acquiror") 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 (except for such sales to the extent permitted pursuant to a limited de minimis transfer exception under the accounting rules, regulations, interpretations and bulletins of the SEC). 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) of the Rules and Regulations of such Act (in the case of shares issued to an individual who is not an affiliate of Acquiror) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Acquiror), or (3) in accordance with a legal opinion satisfactory to counsel for Acquiror 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 Acquiror securities issued subsequent to the original issuance of the Acquiror Common Stock pursuant to the Merger as a result of any stock dividend, stock split, or other recapitalization as long as the Acquiror 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, Acquiror shall cause the certificates representing the shares of Restricted Acquiror 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 promptly after the requirements of ASR 130 and 135 have been met upon receipt of an opinion of counsel reasonably acceptable to Acquiror to the effect that such legend may be removed (the Acquiror may waive, attachment in the Acquiror's sole and absolute discretion, the Acquiror's right to receive such opinion). In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Acquiror 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), Acquiror, upon the request of the undersigned, will cause the certificates representing the shares of Restricted Acquiror 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 RESTRICTIONSundersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d), 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, INCor upon receipt by Acquiror of an opinion of counsel reasonably acceptable to Acquiror to the effect that such legend is not required under the 1933 Act and may be removed.

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

Restrictions on Transfer. Except as otherwise provided in this AgreementFor a period of one year from the Closing Date, none of the Participant may not Stockholders shall (i) sell, assign, exchange, transfer, assignencumber, pledge, encumber distribute, appoint or otherwise dispose of (a) any shares of Aladdin Holdings Common Stock received by the Stockholders at the Closing or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of Aladdin Holdings Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of Aladdin Holdings Common Stock or any interest herein, the intent or effect of which is to reduce the risk of owning the shares of Restricted Aladdin Holdings Common Stock or the rights granted acquired hereunder (any such disposition including, by way of example and not limitation, engaging in put, call, short-sale, straddle or encumbrance being referred to herein as a “Transfer”similar market transactions). Any Transfer Notwithstanding the foregoing, the Stockholders may transfer shares of Aladdin Holdings Common Stock to immediate family members (or purported Transfer by trusts for the Participant of any benefit of the shares Stockholders or family members, the trustees of Restricted Stock shall be null and void and which so agree) or; provided, that, the Company shall not recognize family member, trust, trustee, pledge 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 beneficiary of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachmenttransfer, encumbrance or other process pledge, as the case may be, agrees in writing prior to such transaction to be bound by (1) the provisions of this Section as if a Stockholder and no person party hereto and (2) the indemnification provisions set forth in this Agreement as if a Stockholder and party hereto. The provisions of this Section shall be entitled apply to exercise the shares paid to the Stockholders at the Closing and to any rights Additional Shares paid to the Stockholders; provided that the restrictions contained herein shall only apply to the Additional Shares for the balance of the Participant as one (1) year period commencing upon the holder of such Restricted Closing Date. The certificates evidencing the Aladdin Holdings 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 in accordance with Section 4, the Shares shall be subject delivered to the following restrictive legendStockholders hereunder will bear a legend substantially in the form set forth below and containing such other information as Aladdin Holdings may deem reasonably necessary or appropriate: THE TRANSFERABILITY OF THE SHARES OF EXCEPT AS PROVIDED BY THAT CERTAIN STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSPURCHASE AGREEMENT, 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 WHICH IS ON FILE IN AT THE CORPORATE PRINCIPAL EXECUTIVE OFFICES OF PAR PACIFIC HOLDINGSTHE COMPANY FOR PUBLIC INSPECTION, INCTHE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO THE FIRST ANNIVERSARY OF THE CLOSING DATE. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Restrictions on Transfer. Except as otherwise provided The Holder, by its acceptance hereof, ------------------------ represents and warrants that it is acquiring the Warrants and any Common Stock issued upon the exercise of this Warrant for investment purposes, for its own account, and not with an intent to sell or distribute the Warrants or any such Common Stock except in compliance with applicable United States federal and state securities law. Neither this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of Warrant nor any of the shares Common Stock issued upon the exercise of Restricted Stock this Warrant, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities laws and the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”)terms and conditions hereof. Any Transfer or purported Transfer by the Participant The provisions of any this Section 9 shall be binding upon all subsequent holders of this Warrant, if any. This Warrant and the shares of Restricted Common Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to securities issued upon exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares this Warrant shall be subject to a stop- transfer order (except with respect to a transfer by SCF III, L.P. of this Warrant or such shares to its partners who are "accredited investors" within the meaning of Rule 501 of the Rules and Regulations under the Securities Act of 1933, as amended, (the "Securities Act")) and the certificate or certificates evidencing any such shares or securities shall bear the following restrictive legend: THE TRANSFERABILITY OF "THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF STOCK REPRESENTED HEREBY ARE SUBJECT 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE RESTRICTIONSCORPORATION OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TERMS ASSIGNMENT OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCLAWS."

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

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

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

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

Restrictions on Transfer. Except The Sponsor Holders have agreed to be bound by the same contractual restrictions as otherwise provided in this Agreementthe Founders. Accordingly, the Participant may Sponsor Holders agree as follows: Except for (i) transfers to immediate family members, (ii) transfers by WJG to the members of WJG in accordance with their interests in WJG, which family members or WJG members agree to be bound by the restrictions set forth herein (or trusts for the benefit of Sponsor Holders or immediate family members, the trustees of which so agree) or (iii) transfers between and among Sponsor Holders or permitted transferees of Sponsor Holders, for a period of one year from the date of closing of the Acquisitions (the "Closing"), except pursuant to Section 3 hereof, the Sponsor Holders shall not sell, assign, exchange, transfer, assignencumber, pledge, encumber distribute, appoint, or otherwise dispose of any of the shares of Restricted Nationwide Common Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer owned by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize Sponsor Holders, whether now owned 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 shareshereafter acquired. The shares of Restricted certificates evidencing the Nationwide Common Stock shall not be subject to sale, execution, pledge, attachment, encumbrance owned by the Sponsor Holders will bear a legend substantially in the form set forth below and containing such other information as Nationwide may deem necessary 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 legendappropriate: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO SEPTEMBER 11, 1998. UPON THE WRITTEN REQUEST OF THE SHARES HOLDER OF STOCK REPRESENTED HEREBY ARE SUBJECT THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERTRANSFER AGENT) CONTAINED IN AFTER THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCDATE SPECIFIED ABOVE.

Restrictions on Transfer. Except as otherwise provided 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.”