Common use of Restrictions on Transfer Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 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 sharessecurities may be effected without registration under the Securities Act and will not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, and (ii) after receipt of such legal opinion, take such actions as are reasonably necessary to effect such transfer of Securities. The shares For the avoidance of Restricted Stock doubt, Purchaser shall not be subject required to saledeliver an opinion of counselor any documentation other than the Certificate attached hereto, execution, pledge, attachment, encumbrance unless such document is strictly required under applicable law 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, INCregulation.

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 REASONABLY 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 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 Upon original issuance by the Company, and until such time as otherwise provided in this Agreementthe same is no longer required under the applicable requirements of the Securities Act, the Participant may not sellSecurities (and all securities issued in exchange therefor or in substitution thereof, transferother than the Exchange Securities) shall bear the following legend: "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, assignAS AMENDED (THE "SECURITIES ACT"), pledgeOR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, encumber SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) or otherwise dispose of any (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) TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE." 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 Initial Purchasers to Subsequent Purchasers pursuant to the terms of any of this Section 7 and in accordance with applicable securities laws, 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 Initial Purchasers shall not be subject liable or responsible to salethe Company hereunder for any losses, executiondamages or liabilities suffered or incurred by the 16 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 AgreementThe Purchasers agree that (a) they will not offer, the Participant may not sell, transfer, assigngive, pledge, encumber hypothecate or otherwise dispose of any of the shares of Restricted Series A Preferred Stock (or the rights granted hereunder Common Stock into which it may be converted) or make any attempt to do the foregoing unless such offer, sale, transfer, gift, pledge, hypothecation or other disposition is (i) registered under the Securities Act and any applicable state securities law, or (ii) in compliance with an opinion of counsel to the Purchasers, delivered to the Company and reasonably acceptable to counsel for the Company, to the effect that such offer, sale, pledge, hypothecation or other disposition thereof does not violate the Securities Act or encumbrance being referred to herein as applicable state securities law, and (b) the certificate(s) representing the Series A Preferred Stock (and any Common Stock into which it may be converted) shall bear a “Transfer”legend stating in substance: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. Any Transfer NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COUNSEL FOR THIS CORPORATION, IS AVAILABLE. Upon request of a holder of Series A Preferred Stock (or purported Transfer by the Participant of any of the shares of Restricted Common Stock shall be null and void and into which it has been converted), the Company shall not recognize remove the legend set forth above from the certificates evidencing such Series A Preferred Stock or give effect Common Stock or issue to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder new certificates therefor free of such shares. The shares legend, if with such request the Company shall have received an opinion of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as counsel selected by the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject and reasonably satisfactory to the following restrictive Company, in form and substance reasonably satisfactory to the Company, to the effect that such Series A Preferred Stock or Common Stock is not required by the Securities Act to continue to bear the legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.

Restrictions on Transfer. Except as otherwise provided in this Agreement34 The [Class A] Preferred Shares and the Registrable Securities shall not be sold, the Participant may not sellpledged, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or give effect transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act and applicable Canadian Securities Laws. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the [Class A] Preferred Shares and the Registrable Securities held by such Transfer Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. [Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the IPO, SEC Rule 144 or NI 45-102, in each case, to be bound by the terms of this Agreement.] Each certificate, instrument, or book entry representing (i) the [Class A] Preferred Shares, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c)) be notated with a legend substantially in the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [insert the distribution date]35 AND (ii) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial transfer set forth in this Section 2.12. The holder of such sharesRestricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. The shares of Restricted Stock shall not be subject to Before any proposed sale, execution, pledge, attachmentor transfer of any Restricted Securities, encumbrance unless there is in effect a registration statement under the Securities Act or Canadian Securities Laws covering the proposed transaction [or following the IPO, the transfer is made pursuant to SEC Rule 144 or NI 45-102], the Holder thereof shall give notice to the Company of such Holder's intention to effect such sale, pledge, or transfer[, provided that no such notice shall be required in connection therewith if the intended sale, pledge or transfer complies with SEC Rule 144 or NI 45-102]. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company in respect of any Holder to whom US securities laws apply, shall be accompanied at such Holder's expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a "no 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 process evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act and no person applicable Canadian Securities Laws, whereupon the Holder of such Restricted Securities shall be entitled to exercise any rights of the Participant as the holder of sell, pledge, or transfer such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest Securities in accordance with Section 4the terms of the notice given by the Holder to the Company. The Company will not require such a notice, legal opinion or "no action" letter (x) in any transaction in compliance with SEC Rule 144 or NI 45-102; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that [with respect to transfers under the Shares shall foregoing clause (y),] each transferee agrees in writing to be subject to the following terms of this Section 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSlegend set forth in Section 2.12(b), TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSexcept that such certificate instrument, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSor book entry shall not be notated with such restrictive legend if, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSin the opinion of counsel for such Holder and the Company, INCsuch legend is not required in order to establish compliance with any provisions of the Securities Act.

Restrictions on Transfer. Except as otherwise provided in this Agreement(a) The Registrable Securities shall not be sold, the Participant may not sellpledged, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void transferred, and the Company shall not recognize or give effect and shall issue stop-transfer instructions to its transfer agent with respect to any such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachmentor transfer, encumbrance or except upon (i) compliance with the other process and no person shall be entitled conditions specified in this Agreement, which conditions are intended to exercise any rights ensure compliance with the provisions of the Participant as Securities Act and (ii) compliance with the holder of such Restricted Stock by virtue of any attempted execution, attachment conditions or other process until the restrictions imposed herein on the Transfer exemptions specified in Section 5 of the shares Voting Agreement. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Each certificate representing the Registrable Securities, and any other securities issued in respect of such securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 1.14(b)) be stamped or otherwise imprinted with a legend substantially in the following restrictive legendform: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE TRANSFERABILITY SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SHARES OF STOCK REPRESENTED EVIDENCED HEREBY ARE SUBJECT TO A STOCK PURCHASE AGREEMENT, VOTING AGREEMENT, AND INVESTORS’ RIGHTS AGREEMENT, AS EACH MAY BE AMENDED FROM TIME TO TIME (COPIES OF WHICH MAY BE OBTAINED FROM THE RESTRICTIONSCOMPANY WITHOUT COST UPON WRITTEN REQUEST), TERMS AND CONDITIONS (BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID STOCK PURCHASE AGREEMENT, VOTING AGREEMENT, AND INVESTORS’ RIGHTS AGREEMENT, INCLUDING FORFEITURE CERTAIN RESTRICTIONS ON TRANSFER AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCOWNERSHIP SET FORTH THEREIN.”

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

Restrictions on Transfer. Except as otherwise provided The Purchaser covenants and agrees that ------------------------ it shall not 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 and the Company has received an opinion of counsel satisfactory to it stating that such registration and qualification is not required; provided, that such transaction be effected in accordance with the -------- assignment provisions of Section 11(e) hereof. The Purchaser understands that certificates representing the Shares, the Warrants, the Warrant Shares, shares of Common Stock issued pursuant to Sections 5 or 7 of this Agreement, and any Default Shares (as such term is defined in the Participant may not sellRegistration Rights Agreement attached hereto as Exhibit D (the "Registration Rights Agreement")) shall bear --------- ----------------------------- the following, transferor substantially similar, assign, pledge, encumber legends until such time as they have been registered under the Securities Act or otherwise dispose of any of may be sold without volume limitations under Rule 144 under 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 legendSecurities Act: THE TRANSFERABILITY SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE --- SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED WITHOUT (A) REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. A FULL STATEMENT OF THE SHARES RELATIVE RIGHTS, INTERESTS, PREFERENCES AND RESTRICTIONS OF EACH CLASS OF STOCK WILL BE FURNISHED BY THE COMPANY TO ANY SHAREHOLDER UPON WRITTEN REQUEST, WITHOUT CHARGE. THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE IS SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND CERTAIN RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD PURSUANT TO A SECURITIES PURCHASE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER HOLDER AND THE COMPANY, DATED AS OF SUCH SHARES AND PAR PACIFIC HOLDINGSAUGUST 20, INC1999, WHICH AGREEMENT IS ON FILE WITH THE COMPANY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCRECORD HOLDER HEREOF UPON WRITTEN REQUEST.

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 sellNotes (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 STATE SECURITIES LAWS, pledgeAND, encumber or otherwise dispose of any ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE, 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. UNLESS THE SHARES OF COMMON STOCK HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, A HOLDER OF THIS NOTE WILL BE ABLE TO EXERCISE THE CONVERSION RIGHT ONLY IF THE HOLDER CERTIFIES THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" OR AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED BELOW. THE HOLDER OF THIS NOTE, BY ITS ACQUISITION HEREOF, AGREES THAT IT WILL NOT, 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 SUCH SECURITY), RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO THE COMPANY, OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE 18 EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR SUCCESSOR TRUSTEE, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION 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 XXXXXX IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY, OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT 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, OR THE SHARES OF COMMON STOCK ISSUED UPON CONVERSION THEREOF, 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 (a) Each Holder of a Warrant Certificate by accepting the same, may sell, assign, transfer or pledge any Warrants or any shares of Common Stock issued upon exercise of any Original Restricted Warrants (collectively “Restricted Securities”) to a Permitted Transferee only in a transaction exempt from registration under federal and state securities laws; provided, that each Holder of Restricted Securities agrees not to sell, assign, transfer or pledge any Restricted Securities except upon satisfaction of the conditions specified in this Section 2.4, which conditions are intended to ensure compliance with the provisions of the Securities Act. The holders of the Restricted Securities will cause any proposed purchaser, assignee, transferee or pledgee of the Restricted Securities to agree to take and hold such securities subject to the provisions and conditions specified in this Section 2.4. Notwithstanding anything to the contrary contained herein, (i) no Warrant Certificates may be exercised if such exercise would violate the Securities Act or any other applicable law and (ii) no transfer, sale, assignment or pledge of any Warrant Certificates or shares of Common Stock issued upon exercise of any Warrants shall be made at any time other than in compliance with the terms of this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose Stockholders Agreement (if applicable thereto) and the Company’s Certificate of Incorporation as then in effect. The Company shall be solely responsible for determining whether any of the shares of Restricted Stock or actions taken under this Agreement are in compliance with this Section 2.4 and shall promptly notify the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Warrant Agent of any of the shares of violations hereof or any potential violations hereof. Each certificate representing Restricted Stock Securities shall be null and void and the Company shall not recognize stamped 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 otherwise imprinted with a 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): “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST HEREIN MAY BE SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION OR (B) THE COMPANY AND ITS COUNSEL ARE OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL STATE SECURITIES LAWS. THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE THIS SECURITY IS ALSO SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN (A) THE PAR PACIFIC HOLDINGSWARRANT AGREEMENT, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO DATED AS OF SEPTEMBER 24, 2012, BETWEEN THE REGISTERED OWNER COMPANY AND A WARRANT AGENT, WHICH WARRANT AGREEMENT THE COMPANY WILL FURNISH TO THE HOLDER HEREOF UPON REQUEST AND (B) THE STOCKHOLDERS AGREEMENT, DATED AS OF SUCH SHARES SEPTEMBER 24, 2012, AMONG THE COMPANY AND PAR PACIFIC HOLDINGSTHE OTHER PARTIES THERETO, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE WHICH IS ON FILE IN WITH THE CORPORATE OFFICES SECRETARY OF PAR PACIFIC HOLDINGS, INCTHE COMPANY.”

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

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of Certificates for the shares of Restricted Common Stock or to be issued upon exercise of this Warrant shall bear the rights granted hereunder following legend: 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 “TransferSECURITIES ACT”), OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS, INCLUDING, WITHOUT LIMITATION, THE EXEMPTION CONTAINED IN SECTION 4(2) OF THE SECURITIES ACT. Any Transfer or purported Transfer by NONE OF THE SECURITIES MAY BE SOLD OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT HAS BECOME AND IS THEN EFFECTIVE WITH RESPECT TO SUCH SECURITIES, (2) THE SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT (OR ANY SUCCESSOR RULE) WARRANT EXERCISE FORM TO: QUANTUMSPHERE, INC. DATE: _______________ The undersigned hereby elects irrevocably to exercise the Participant of any within Warrant and to purchase _________ shares of the shares Common Stock of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books called for thereby, and records or recognize hereby makes payment of the person to whom such purported Transfer has been made as the legal or beneficial holder of such sharesExercise Price pursuant thereto. The shares of Restricted Stock shall not be subject undersigned hereby made payment according to sale, execution, pledge, attachment, encumbrance the following method (Please check the applicable blank): cash (check or other process and no person shall be entitled to wire transfer) cashless 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 45 of the Warrant Please issue the shares of the Common Stock as to which this Warrant is exercised to: and if said number of Warrants shall not be all the Warrants evidenced by the Common Stock Purchase Warrant surrendered in connection with this exercise, then the Shares Company shall be subject issue a new Warrant Certificate for the balance remaining of such Warrants to __________________________ at the following restrictive legendaddress stated above. By: 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.Print Name:

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 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 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 King Common Stock received by the undersigned pursuant to the Merger will be given to the King 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”). Any Transfer or purported Transfer by "pooling of interests" and may not be sold, nor may the Participant owner thereof reduce his risks relative thereto in any way, until such time as ("King") has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected." Such legend will also be placed on any certificate representing King securities issued subsequent to the original issuance of King Common Stock pursuant to the Merger as a result of any stock dividend, stock split, or other recapitalization as long as King 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, King shall cause the certificates representing the shares of Restricted King 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 Nos. 130 and 135 promptly after the requirements of ASR Nos. 130 and 135 have been met upon receipt of an opinion reasonably acceptable to King to the effect that such legend may be removed (King may waive, attachment or other process until in King's sole and absolute discretion, the restrictions imposed herein on King's right to receive such opinion). In connection therewith, King agrees to notify the Transfer undersigned of the shares last day of Restricted the Pooling Period at least five (5) business days in advance thereof. The undersigned shall deliver to King's transfer agent within three (3) business days after receipt of such notice all certificates representing King Common Stock held beneficially or of record by the undersigned, together with such representation letters and certificates as King's transfer agent shall lapse reasonably request. King agrees to cause its transfer agent to reissue to or as directed by the undersigned, in exchange for the certificate(s) 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 RESTRICTIONStransfer agent, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INCcertificates free of any legend relating to restrictions on transfer by virtue of ASR Nos. 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, INC130 and 135 on or prior to the first business day after the expiration of the Pooling Period.

Restrictions on Transfer. Except as otherwise provided The parties hereto agree that the Certificate shall have an endorsement of a legend in this Agreementsubstantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") OF THE SECURITIES LAWS OF CERTAIN STATES OF THE UNITED STATES OF AMERICA AND NO INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION OR COMPLIANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THESE SECURITIES ARE PLEDGED AS COLLATERAL FOR A SECURED PROMISSORY NOTE DATED THE DATE OF THESE SECURITIES AND ISSUED TO THE ISSUER OF THESE SECURITIES BY THE REGISTERED HOLDER HEREOF. Such legend shall be removed by the Participant may not sellCompany upon delivery to it of an opinion, transfer, assign, pledge, encumber or otherwise dispose of any which opinion and counsel rendering same shall be reasonably satisfactory to the Company and its counsel that a registration statement under the Act is at the time effective with respect to the transfer of the shares legended security or that such security can be transferred without such registration statement being in effect and without the requirements of Restricted Stock or a legend on the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by certificate in the Participant of any hands of the shares of Restricted Stock shall be null transferee, 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 upon release 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 Securities as provided in Section 4 hereofthe Note. Until Purchaser agrees that it will resell the Shares represented hereby vest Securities only in accordance with Section 4the provisions of Regulation S under the United States Securities Act of 1933, or pursuant to an available exemption from registration under such Act, and that it will not transfer record or beneficial interest in the Shares shall Securities to any person unless such person agrees to 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 paragraph.

Restrictions on Transfer. Except as otherwise provided in (a) Neither this Agreement, Warrant nor any shares of Restricted Common Stock issued upon the Participant may not sell, transfer, assign, pledge, encumber exercise hereof shall be Transferred other than pursuant to an effective registration statement under the Securities Act or otherwise dispose an exemption from the registration provisions thereof. No Transfer of this Warrant or any of the such shares of Restricted Stock other than pursuant to such an effective registration statement shall be valid or effective unless (i) the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any holder of the securities proposed to be transferred shall have delivered to the Company either a no-action letter from the Commission, together with comparable letters from any applicable state securities authorities, or an Opinion of Counsel to the effect that such proposed Transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or (ii) such Transfer is being made pursuant to Rule 144 or Rule 144A under the Securities Act and such holder shall have delivered to the Company a certificate, in a form reasonably acceptable to Company, setting forth the basis for applying such Rule to the proposed Transfer. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon any such Transfer, other than in a public offering pursuant to an effective registration statement shall be null bear the restrictive legend set forth in Section 8.2(a), and void and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 8.2(b), unless the Holder delivers to the Company shall an Opinion of Counsel to the effect that such legend is not recognize required for the purposes of compliance with the Securities Act. Holders of the Warrants or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made Restricted Common Stock, as the legal or beneficial holder of such shares. The shares of Restricted Stock case may be, shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of Transfer such Warrants or such Restricted Common Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest except in accordance with this Section 48.1(a). (b) Except with the prior written consent of the Company, the Shares shall neither this Warrant nor any shares of Warrant Stock issuable upon exercise hereof may be subject Transferred at any time to: (i) Directed Electronics, Inc. or any Affiliate or successor thereof, (ii) Darrxxx Xxxx xx (iii) any Person that to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCknowledge of the transferring Holder is a member of the immediate family of Darrxxx Xxxx.

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

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

Restrictions on Transfer. Except as otherwise provided in this AgreementPurchaser understands that unless and until a registration statement covering the Shares, Warrants or Warrant Shares (or a filing pursuant to the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any exemption from registration under Regulation A of the shares of Restricted Stock Securities Act covering the Shares, Warrants or Warrant Shares) under the rights granted hereunder (Securities Act is in effect when Purchaser desires to sell the Shares, Warrants or Warrant Shares, Purchaser may be required to hold the Shares, Warrants or Warrant Shares for an indeterminate period. Each Purchaser also understands that any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any sale of the shares Shares, Warrants or Warrant Shares that might be made by Purchaser in reliance upon Rule 144 or Rule 144A under the Securities Act may be made only in limited amounts in accordance with the terms and conditions of Restricted Stock those rules. Purchaser understands and acknowledges that all certificates representing the Shares and Warrant Shares shall bear the following legend (and any other legend that may be null and void and required under any Federal or state securities law), until such Shares or Warrant Shares are registered under the Company shall not recognize Securities Act, exchanged for securities registered under the Securities Act, or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as until the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4or Warrant Shares delivers an opinion of its legal counsel, reasonably acceptable to the Company, that such legend is no longer necessary. With respect to the Shares shall be subject to the following restrictive legendand Warrant Shares: “THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SHARES OF STOCK REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS FURTHER SUBJECT TO THE OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.” With respect to the Warrants: THE EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT MAY ONLY BE EXERCISED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (INCLUDING FORFEITURE THE “SECURITIES ACT”) AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN APPLICABLE SECURITIES LAWS. AS A CONDITION PRECEDENT TO THE PAR PACIFIC HOLDINGSEXERCISE OF THIS WARRANT, INC. 2012 LONG TERM INCENTIVE PLAN THE COMPANY MAY REQUIRE SUCH CERTIFICATES AND AN AWARD AGREEMENT ENTERED INTO BETWEEN OPINIONS OF COUNSEL AS IT DEEMS NECESSARY FROM THE REGISTERED OWNER PERSON EXERCISING THIS WARRANT TO ESTABLISH THE EXISTENCE OF SUCH SHARES EXEMPTIONS. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND PAR PACIFIC HOLDINGSEXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INC. AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A COPY TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE PLAN SECURITIES ACT AND AWARD AGREEMENT ARE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT IS SUBJECT TO OTHER RESTRICTIONS ON FILE TRANSFER AS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, THE CORPORATE OFFICES FORM OF PAR PACIFIC HOLDINGS, INCWHICH IS AVAILABLE FROM THE COMPANY.

Restrictions on Transfer. Except as otherwise provided (a) All certificates representing C1 Shares deliverable to any VEO Shareholder pursuant to the Merger Agreement and in this Agreementconnection with the Merger and any certificates subsequently issued with respect thereto or in substitution therefor (including any shares issued or issuable in respect of any such shares upon any stock split stock dividend, the Participant may not sellrecapitalization, transfer, assign, pledge, encumber or similar event) shall be stamped or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as 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 imprinted with legends in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legendform: THE TRANSFERABILITY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THE TRANSFER RESTRICTIONS APPLICABLE TO THESE SHARES ARE BINDING ON TRANSFEREES OF THESE SHARES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY FOR SUCH PERIOD OF TIME NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF ANY REGISTRATION STATEMENT OF THE ISSUER FILED UNDER THE SECURITIES ACT IN CONNECTION WITH THE INITIAL PUBLIC OFFERING OF THE ISSUER'S COMMON STOCK. THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDER'S AGREEMENT PURSUANT TO WHICH SUCH SHARES MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE RESTRICTIONSISSUER IN FORM AND SUBSTANCE, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE PAR PACIFIC HOLDINGS, INCSECURITIES ACT OF 1933. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER COPIES OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN AVAILABLE FROM THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCISSUER.

Restrictions on Transfer. (a) Each Credit Lender and each Mortgage Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 9.7 and 9.8 of the Credit Note Loan Agreement or the Mortgage Note Loan Agreement, respectively, provided, that each Credit Lender and each Mortgage Lender that participates, assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each Assignment and Acceptance (as referenced in Section 9.8 of the Credit Note Loan Agreement or the Mortgage Note Loan Agreement, as applicable) for purposes of maintaining the Register. The Lessor may, subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents, directly or indirectly, assign, convey, appoint an agent with respect to enforcement of, or otherwise transfer any of its right, title or interest in or to any Property, any Collateral, the Lease 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 Lease to any Eligible Lessor (i) if at any time the Lessor deems it necessary or appropriate under applicable Law or pursuant to the direction or recommendation of any Government Authority or (ii) for any other reason, but, with respect to this clause (ii), only with the prior written consent of the Agent (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). Each Eligible Lessor who receives any right, title or interest of the Lessor with respect to the Operative Agreements shall provide the documentation required and otherwise comply with Section 9.8(c) of the Credit Note Loan Agreement or the Mortgage Note Loan Agreement, as applicable, mutatis mutandis, as if such Eligible Lessor was a Purchasing Lender thereunder. The provisions of the immediately preceding sentence shall not apply to the obligations of the Lessor to transfer Property to the Lessee or a third party purchaser pursuant to Article XX or XXII of the Lease or Section 8.8 hereof upon payment for such Property in accordance with the terms and conditions of the Lease. Except as provided in Article XXV of the Lease, Lessee may not assign any of the Operative Agreements or any of its rights or obligations thereunder or with respect to any Property in whole or in part to any Person without the prior written consent of the Agent and the Primary Financing Parties. Except as otherwise provided in this Agreementexpressly permitted under the Operative Agreements (including pursuant to Article XXV of the Lease), the Participant Lessee may not sell, transfer, assign, pledge, encumber or otherwise dispose of assign any of the shares Operative Agreements or any of Restricted Stock its rights or obligations thereunder or with respect to the Properties or the rights granted hereunder (Collateral in whole or in part to any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by Person without the Participant of any prior written consent of the shares Agent and each Primary Financing Party, provided, if Article XXV of Restricted Stock shall be null the Lease expressly permits such assignment, and void no Lease Default or Lease Event of Default has occurred and the Company shall not recognize or give effect to is continuing, then 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 consents shall not be subject to sale, execution, pledge, attachment, encumbrance unreasonably withheld 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, INCdelayed.

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 XXXX 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 XXXX 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 XXXX 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 Section 16.1 Notwithstanding any other provisions in these share provisions, no Exchangeable Shares may be transferred to or for the benefit of any U.S. Person or any person in the United States. Schedule A RETRACTION REQUEST [TO BE PRINTED ON EXCHANGEABLE SHARE CERTIFICATES] To: Avion Gold Corporation (“Avion”), 0947263 B.C. Unlimited Liability Company (“Endeavour SubCo”) and Endeavour Gold Corporation (“Endeavour Gold”) This notice is given pursuant to Article 6 of the provisions (the “Share Provisions”) attaching to the Exchangeable Shares of Avion represented by this certificate and all capitalized words and expressions used in this Agreementnotice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies Avion that, subject to the Retraction Call Right referred to below, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred undersigned desires to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest have Avion redeem in accordance with Section 4Article 6 of the Share Provisions: 🞏 all share(s) represented by this certificate; or 🞏 share(s) only represented by this certificate. The undersigned hereby notifies Avion that the Retraction Date shall be . NOTE: The Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by Avion. If no such Business Day is specified above, the Shares Retraction Date shall be subject deemed to be the 15th Business Day after the date on which this notice is received by Avion. The undersigned acknowledges the overriding Retraction Call Right of Endeavour SubCo and Endeavour Gold to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Endeavour SubCo or Endeavour Gold in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in Article 6 of the Share Provisions. This Retraction Request, and this offer to sell the Retracted Shares to Endeavour SubCo or Endeavour Gold, may be revoked and withdrawn by the undersigned only by notice in writing given to Avion at any time before the close of business on the Business Day immediately preceding the Retraction Date. Unless the Retraction Request is revoked, the deemed offer to sell the Retracted Shares to Endeavour SubCo or Endeavour Gold cannot be revoked. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, Avion is unable to redeem all Retracted Shares, the Retracted Shares will be automatically exchanged pursuant to the following restrictive legendVoting and Exchange Trust Agreement so as to require Endeavour to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to Avion and Endeavour SubCo or Endeavour Gold (as applicable) that the undersigned: 🞏 is (select one) 🞏 is not a non-resident of Canada for purposes of the Income Tax Act (Canada). THE TRANSFERABILITY UNDERSIGNED ACKNOWLEDGES THAT, IN THE ABSENCE OF AN INDICATION THAT THE UNDERSIGNED IS NOT A NON-RESIDENT OF CANADA, DEDUCTION AND WITHHOLDING ON ACCOUNT OF CANADIAN TAX MAY BE MADE FROM AMOUNTS PAYABLE TO THE UNDERSIGNED ON THE REDEMPTION OR PURCHASE OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSRETRACTED SHARES. The undersigned, TERMS AND CONDITIONS hereby represents and warrants to Endeavour SubCo, Endeavour Gold and Avion that the undersigned is not in the United States and is not a U.S. Person. The undersigned, hereby represents and warrants to Endeavour SubCo, Endeavour Gold and Avion that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Endeavour SubCo, Endeavour Gold or Avion, as the case may be, free and clear of all liens, claims and encumbrances. (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERDate) CONTAINED IN THE PAR PACIFIC HOLDINGS(Signature of Shareholder) (Guarantee of Signature) 🞏 Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, INCfailing which such securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSNOTE: This panel must be completed and this certificate, INCtogether with such additional documents and payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may require, must be deposited with the Transfer Agent. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSThe securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, INC.and made payable to, respectively, the name of the shareholder as it appears on the register of Avion and the securities and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and Postal Code: Signature Guaranteed by:

Restrictions on Transfer. Except Other than as otherwise provided in permitted by this AgreementSection 5, Dxxxxx may not Transfer (as defined below) any Restricted Class B Shares prior to the five year anniversary of the date of this letter agreement (the date hereof to the date of such five year anniversary, the Participant may “Restricted Period”), and the Company will not sell, transfer, assign, pledge, encumber or otherwise dispose register during the Restricted Period any Transfer of Restricted Class B Shares that does not comply with this letter agreement. In the event that Dxxxxx proposes to Transfer any of the Restricted Class B Shares during the Restricted Period, Dxxxxx shall notify the Company prior to such proposed Transfer and convert such Restricted Class B Shares proposed to be Transferred into shares of Restricted Common Stock (or the rights granted hereunder (any such disposition or encumbrance being referred other securities into which such shares are then convertible) prior to herein as such Transfer; provided, however, that no such conversion shall be required with respect to any such Transfer of Restricted Class B Shares to any Permitted Transferee if such Permitted Transferee agrees in a writing reasonably satisfactory to the Company to be bound for the remainder of the Restricted Period by this Section 5 (such Permitted Transferee who subsequently proposes to Transfer Restricted Class B Shares during the Restricted Period, a “TransferPermitted Transferor”). In the event that during the Restricted Period Dxxxxx or a Permitted Transferor fails to so convert the Restricted Class B Shares to be Transferred into shares of Common Stock (or any such other securities into which such shares are then convertible) prior to such proposed Transfer (other than to a Permitted Transferee), Dxxxxx or the Permitted Transferor, as applicable, shall be deemed to have elected to convert such Restricted Class B Shares that are Transferred (and such Restricted Class B Shares that are to be Transferred shall be deemed to automatically convert) into an equivalent number of shares of Common Stock immediately upon such Transfer. Any Transfer or purported Transfer of Restricted Class B Shares during the Restricted Period not permitted hereunder shall be void and of no effect. The Company shall reference on the certificates for the Restricted Class B Shares the restrictions on transfer imposed by this Section 5, with such references and restrictions to be removed at the Participant of any expiration of the shares Restricted Period. For purposes of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INC.this letter agreement:

Restrictions on Transfer. Except as otherwise provided in this 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 promptly, but in no event later than sixty (60) days after the lapse of such restrictions, to the Employee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. The 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 The Common Stock acquired pursuant to 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 all Awards shall be subject to a right of first refusal in favor of AdamsLabs, its successors and designees, and such other restrictions and agreements regarding sale, assignment, encumbrances or other transfer as the Board shall deem advisable and shall set forth in the Award Agreement. In addition, AdamsLabs shall have the right to repurchase the shares of Common Stock acquired pursuant to any and all Awards at any time on or after an Employee's termination of employment for any reason or the termination of services of a Consultant. The price to be paid by AdamsLabs, its successors or designees for the repurchase of Common Stock acquired pursuant to an Award shall be the Fair Market Value of the Common Stock; provided, however, that in the event of a repurchase of Common Stock with respect to a Participant following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONSsuch Participant's termination of employment for cause as described in Section 7.3(d), TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGSthe price to be paid by AdamsLabs, INCits successors or designees for the repurchase of Common Stock acquired pursuant to an Award shall be the lesser of the Fair Market Value of the Common Stock or the price paid for the shares, if any. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSThe preceding provisions of this Section 11.4 to the contrary notwithstanding, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSunless otherwise provided in the related Award Agreement, INCthe rights of AdamsLabs, its successors and designees to a right of first refusal for or right to repurchase Common Stock pursuant to this Section or an Award Agreement and such other restrictions and agreements regarding sale, assignment, encumbrances or other transfer of Common Stock as may be set forth in an Award Agreement, shall terminate upon the closing of the first underwritten public offering of the common stock of AdamsLabs that is pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering the offer and sale of any common stock to the public for AdamsLabs' account; provided, however, that nothing in this Section is intended to or shall shorten the Restriction Period with respect to Restricted Stock or accelerate the exercisability or vesting of any Award prior to time provided for such exercise or vesting pursuant to the terms of this Plan and the related Award Agreement.

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

Restrictions on Transfer. Except as otherwise provided (a) Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.24(a) to bear the legend set forth in this AgreementSection 2.24(a) (together with any Sunstone Common Shares issued upon exchange of such Notes, collectively, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of “Restricted Stock or the rights granted hereunder (any Securities,” and each such disposition or encumbrance being referred to herein as Note a “TransferRestricted Security”). 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 2.24(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 2.24(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 that is a Note 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. Each share certificate representing Sunstone Common Shares issued upon conversion of Notes bearing a legend will bear a comparable legend in the following form until it is removed in conformity with applicable securities laws: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE TRANSFERABILITY U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY OF THE SHARES ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF STOCK REPRESENTED HEREBY ARE SUBJECT ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE RESTRICTIONSTRANSFER AGENT AND THE ISSUER SUCH CERTIFICATIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, 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 REGISTRATION REQUIREMENTS OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSECURITIES ACT. Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, INCupon surrender of such Note for exchange to the Securities Registrar in accordance with the provisions of this Section 2.24, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.24(a). If such Restricted Security surrendered for exchange is represented by a global Note bearing the legend set forth in this Section 2.24(a), the principal amount of the legended global Note shall be reduced by the appropriate principal amount and the principal amount of a global Note without the legend set forth in this Section 2.24(a) shall be increased by an equal principal amount. If a global Note without the legend set forth in this Section 2.24(a) is not then outstanding, the Issuer shall execute and the Trustee shall authenticate and deliver an unlegended global Note to the Depositary.

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 stop-transfer order may be placed against transfer of the shares of Restricted Stock or the rights granted hereunder certificates evidencing such Shares): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (any such disposition or encumbrance being referred to herein as a THE “TransferACT”), OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE LAWS. Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to saleTHE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, executionSOLD, pledgeHYPOTHECATED, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED TRANSFERRED OR OTHERWISE ASSIGNED IN THE PAR PACIFIC HOLDINGSABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, INC. 2012 LONG TERM INCENTIVE PLAN AND OR AN AWARD AGREEMENT ENTERED INTO BETWEEN APPLICABLE EXEMPTION (AS TO WHICH THE REGISTERED OWNER ISSUER SHALL BE REASONABLY SATISFIED, INCLUDING RECEIPT OF AN ACCEPTABLE LEGAL OPINION) FROM THE REGISTRATION REQUIREMENTS OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCLAWS.”

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any portion of the shares of Restricted Stock Shares or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfertransfer”)) until such portion of the Restricted Shares becomes vested in accordance with Section 4 of this Agreement. Any Transfer transfer or purported Transfer transfer by the Participant Employee of any of the shares of Restricted Stock Shares shall be null and void and the Company shall not recognize or give effect to such Transfer transfer on its books and records or recognize the person to whom such purported Transfer transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock Shares shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Employee as the holder of such Restricted Stock Shares by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer transfer of the shares of Restricted Stock Shares shall lapse as provided in Section 4 hereof. Until 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 are subject to the terms and conditions (including forfeiture) of the General Growth Properties, Inc. 2003 Incentive Stock Plan and a Restricted Stock Award Agreement. Copies of such Plan and Stock Agreement are on file at the office of the Secretary of General Growth Properties, Inc.” If and when the restrictions imposed herein on the transfer of Restricted Shares shall have lapsed as provided in accordance with Section 44 hereof, such shares shall be delivered to Employee without any restrictive legend or restrictive notation relating to the 2003 Plan. Until such restrictions have lapsed, any certificates representing any Restricted Shares shall be subject held in custody by the Company. Employee may request the removal of such legend or notation from any Restricted Shares as to which the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCrestrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof.

Restrictions on Transfer. Except as otherwise provided in 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 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. (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 as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant of any of the shares of Restricted Stock shall be null A. Transferee understands and void and agrees that the Company shall not recognize cause the legends set forth below, or give effect substantially equivalent legends, to such Transfer on its books and records be placed upon any certificate(s) (or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise noted with any rights book entries) evidencing ownership of the Participant as the holder of such Restricted Stock Shares, together with any other legends that are required by virtue of any attempted executionapplicable state or federal securities laws: Basic Legend THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR UNDER ANY OTHER APPLICABLE SECURITIES LAW, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereofAND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SUCH ACT. Until the Shares represented hereby vest in accordance with Section 4UPON WRITTEN REQUEST, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY CORPORATION WILL FURNISH TO ANY SHAREHOLDER, WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, PREFERENCE, LIMITATIONS, AND RELATIVE RIGHTS APPLICABLE TO THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED AND, WITH RESPECT TO ANY PREFERRED OR SPECIAL CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE IN SERIES, THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS FOR SHARES OF EACH SUCH SERIES, SO FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. Lock-Up Legend THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD OF A WRITTEN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER CORPORATION AND THE HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN RESTRICTIONS ON TRANSFER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INCTHE SECURITIES. THE SECRETARY OF THE CORPORATION WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSHOLDER HEREOF WITHOUT CHARGE. The foregoing “Basic Legend” (or equivalent book entry notation) shall be promptly removed upon request by Transferee (a) upon the effectiveness of any registration statement with respect to such Shares, INC(b) with respect to the transferred Shares, in connection with any sale or transfer following the Lock-Up Period (as defined below) of some or all of such Shares pursuant to Rule 144 (“Rule 144”) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or another valid exemption from registration as a result of which such Shares no longer are deemed to be “restricted securities” as defined in Rule 144 and (c) immediately upon the expiration of the Lock-Up Period upon Company counsel’s reasonable satisfaction based solely on appropriate factual representations from Transferee that Transferee is not then an “affiliate” of the Company for purposes of Rule 144. The foregoing “Lock-Up Legend” (or equivalent book entry notation) shall be promptly removed upon request by Transferee at any time from and after the expiration of the Lock-Up Period. The Company and the Transferor covenant and agree to execute and deliver all documents and instruments and to take such further actions (including providing any additional appropriate instructions and authorization to the Transfer Agent) reasonably required to accomplish the foregoing removals of legends.

Restrictions on Transfer. 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 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 Exhibit A - Warrant for Purchase of Shares of Common Stock 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 may The Subscriber hereby agrees not to sell, transfer, assign, pledge, encumber hypothecate or otherwise dispose of all or any part of the shares Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion of Restricted Stock or counsel for the rights granted hereunder (any Company that such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Participant of any of Securities and Exchange Commission (the shares of Restricted Stock “Commission”) thereunder and under all applicable state securities laws. All certificates representing the Securities shall have endorsed thereon a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (WHICH THE COMPANY MAY WAIVE), IS AVAILABLE.” The legend set forth above shall be null and void removed and the Company shall not recognize issue to the Subscriber a new certificate therefore free of any transfer legend if (i) the Subscriber shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public 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 transfer of such shares. The shares of Restricted Stock shall not Securities may be subject to salemade without registration under the Securities Act, execution, pledge, attachment, encumbrance or other process and no person which opinion shall be entitled to exercise any rights of reasonably accepted by the Participant as Company so that the holder of such Restricted Stock by virtue of any attempted execution, attachment sale or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until the Shares represented hereby vest in accordance with Section 4, the Shares shall be subject to the following restrictive legend: THE TRANSFERABILITY OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCtransfer is effected.

Restrictions on Transfer. (a) Except as otherwise provided in permitted by this AgreementSection 4, each certificate representing shares of Common Stock initially issued upon the Participant may not sellexercise of this Warrant, transferand each certificate representing shares of Common Stock issued to any subsequent transferee of any such certificate, assign, pledge, encumber shall be stamped or otherwise dispose of imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH APPLICABLE "BLUE SKY" LAWS AND PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. If at any of the time any securities other than 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 Common Stock shall be null and void and issuable upon the Company exercise of this Warrant, such securities shall not recognize or give effect bear a legend similar to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made one set forth above. Whenever the legend requirement imposed by this Subsection 4(a) shall terminate, as provided in Subsection 4(b) hereof, the legal or beneficial holder Registered 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 this Warrant shall be entitled to exercise any rights of receive from the Participant as Company, at the holder of Company's expense, a new Warrant certificate or certificates without 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 this Agreement, the Participant Awardee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer by the Participant Awardee of any of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no person shall be entitled to exercise any rights of the Participant Awardee as the holder of such Restricted Stock by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section 4 hereof. Until All certificates representing the Shares represented hereby vest in accordance with Section 4, the Shares shares of Restricted Stock shall be subject to have endorsed thereon the following restrictive legend: THE TRANSFERABILITY OF legend (in addition to any other legends that are customary or required on certificates representing shares of the Company’s Common Stock): “THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERFORFEITURE) CONTAINED SET FORTH IN THE PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN AND AN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO DATED AS OF __________, 20__, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SHARES AND PAR PACIFIC HOLDINGSHOLDER, INC. A COPY OF WHICH IS ON FILE AT THE PLAN AND PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGSSHALL BE NULL AND VOID.” If and when the restrictions imposed herein on the transfer of shares of Restricted Stock shall have lapsed as provided in Section 4 hereof, INCcertificates for such shares without the restricted stock legend set forth in this section shall be delivered to Awardee. Until such restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be held in custody by the Company. Awardee may request the removal of such restricted stock legend from certificates representing any shares of Restricted Stock as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request shall be in writing to the General Counsel of the Company.

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

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

Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant 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 FEBRUARY 20, 2008, 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 AgreementUntil the earliest to occur of (a) the first anniversary of the Closing, (b) the Participant may occurrence of any event that would cause Company's outstanding Class B Warrants to vest and/or become exercisable, or (c) the completion by the Company of a registered public offering of Common Shares the net proceeds to the Company of which exceed $25 million, each of Warburg, H&F, Farallon, GE and Trident, and each Management Purchaser, agrees that it or he will not sell, transferdispose, assign, pledge, encumber convey or otherwise dispose transfer any of such Investor's Initial Shares if, following the consummation of such sale, the Re- tained Percentage of such Investor would be less than 66%; PROVIDED, HOWEVER, that GE and Farallon shall have the right to sell, dispose, convey or otherwise transfer Initial Shares to any GE Permitted Transferee or any Farallon Permitted Transferee, respectively; PROVIDED, FURTHER, that such GE Permitted Transferee or such Farallon Permitted Transferee, as the case may be, shall become a party hereto and agree to be bound by the terms hereof. The foregoing shall not prohibit any transfer by a Management Purchaser of his Initial Shares (i) as a bona fide gift to members of his immediate family, (ii) made to any trust for the benefit of such Management Purchaser or members of his immediate family or (iii) to a corporation, limited liability company, limited partnership or general partnership all of the equity interests are owned by such Management Purchaser, members of his immediate family and/or one or more trusts described in clause (ii); provided that the transferee thereof agrees, subject to the next sentence, not to sell, dispose, convey or otherwise transfer any of the shares of Restricted Stock or Initial Shares as to which such Management Purchaser is relying on the rights granted hereunder exception provided by this sentence (any such disposition or encumbrance it being referred understood that, with respect to herein as a “Transfer”Sound View Partners, L.P. and Otter Capital LLC, references to "Management Purchaser" in this sentence shall include Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxxx, respectively). Any Transfer Following the earliest to occur of clauses (a), (b) or purported Transfer (c) in this Section 5.2, there shall be no restrictions on transfer of any Initial Shares, except as may be imposed by applicable law, including by the Participant Securities Act. Nothing in this Section 5.2 shall be deemed to affect any disposition of Initial Shares pursuant to the terms of any merger, consolidation or other business combination transaction, or to the tender of any Initial Shares into any tender or exchange offer, PROVIDED, that such merger, consolidation or other business combination has been approved by, or such tender or exchange offer has been recommended to, the shareholders 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 4by, 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, INCBoard.

Restrictions on Transfer. Except as otherwise provided (a) Without the consent of each of THL, UBS and Nassau, none of THL, UBS or Nassau may Transfer any Common Stock, Other Voting Securities or all or any portion of the Warrant (other than (x) to another Stockholder, (y) to a Permitted Transferee or (z) in this a registered offering pursuant to rights granted under that certain Third Amended and Restated Registration Rights Agreement, dated as of February 18, 2004, by and among the Participant may Company and the parties listed on Exhibits A through D thereto), unless a Person or Persons other than the Company shall have previously sold Common Stock, Other Voting Securities or all or any portion of the Warrant to the public in an offering registered under the Securities Act following the IPO (it being understood that the sale of Common Stock, Other Voting Securities or all or any portion of the Warrant by any Person or Persons other than the Company pursuant to a “shelf” registration statement shall not sellconstitute a sale “to the public in an offering registered under the Securities Act following the IPO” for purposes of this Section 2(a)). Notwithstanding anything to the contrary contained herein, transferat such time as (i) the Deemed Beneficial Ownership of THL is less than 5%, assignthen THL shall be stricken from this Section 2(a), pledge(ii) the Deemed Beneficial Ownership of UBS is less than 5%, encumber or otherwise dispose then UBS shall be stricken from this Section 2(a), and (iii) the Deemed Beneficial Ownership of Nassau is less than 5%, then Nassau shall be stricken from this Section 2(a), provided, however, that in the event the Deemed Beneficial Ownership of any Permitted Transferee of any of THL, UBS or Nassau is 5% or more upon the shares completion of Restricted Stock or the rights granted hereunder (any transfer to such disposition or encumbrance being referred to herein as a “Transfer”). Any Transfer or purported Transfer Permitted Transferee, then such Permitted Transferee shall be bound by the Participant of covenants contained in this Section 2(a) to the same extent as the transferor thereof was so bound before such transfer. In the event that any Permitted Transferee becomes bound by the covenants contained in this Section 2(a), such Permitted Transferee and the transferring Stockholder shall provide notice to each of the shares of Restricted Stock shall be null and void and the Company shall not recognize or give effect to other Stockholders who at 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 time is 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 TRANSFERcovenants contained in this Section 2(a) 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, INCof the name of a representative of such Permitted Transferee and all other notice information commensurate with the information with respect to each Stockholder set forth in Section 4.4 hereof.

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 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 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 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 AND ANY GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, assign, pledge, encumber or otherwise dispose of any of the shares of Restricted Stock or the rights granted hereunder AS AMENDED (any such disposition or encumbrance being referred to herein as a THE “TransferSECURITIES ACT”), OR ANY STATE SECURITIES 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 saleNEITHER THIS NOTE NOR THE GUARANTEES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, executionSOLD, pledgeASSIGNED, attachmentTRANSFERRED, 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 executionPLEDGED, 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 4ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, the Shares shall be subject to the following restrictive legend: OR NOT SUBJECT TO, THE TRANSFERABILITY REGISTRATION REQUIREMENTS OF THE SHARES SECURITIES ACT. THE HOLDER OF STOCK REPRESENTED HEREBY THIS NOTE AND THE GUARANTEES 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 (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES) (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 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 OUR AND THE RESTRICTIONSTRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, TERMS SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFERii) CONTAINED IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE PAR PACIFIC HOLDINGS, INCFORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. 2012 LONG TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THIS LEGEND WILL BE REMOVED UPON THE REGISTERED OWNER REQUEST OF SUCH SHARES AND PAR PACIFIC HOLDINGS, INC. A COPY OF HOLDER AFTER THE PLAN AND AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF PAR PACIFIC HOLDINGS, INCRESALE RESTRICTION TERMINATION DATE.”

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