EQUITY CONTRIBUTION AGREEMENT by and among HAWAII RENEWABLES, LLC, PAR PACIFIC HOLDINGS, INC. and ALOHI RENEWABLE ENERGY LLC Dated July 21, 2025

Exhibit 2.1

Execution Copy

EQUITY CONTRIBUTION AGREEMENT

by and among

HAWAII RENEWABLES, LLC,

PAR PACIFIC HOLDINGS, INC.

and

ALOHI RENEWABLE ENERGY LLC

Dated July 21, 2025

TABLE OF CONTENTS

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ii

SCHEDULES

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EQUITY CONTRIBUTION AGREEMENT

This Equity Contribution Agreement (this “Agreement”) is made and entered into as of July 21, 2025 (“Execution Date”) by and among Par Pacific Holdings, Inc., a Delaware corporation (“Par Pacific”), Alohi Renewable Energy LLC, a Delaware limited liability company (“Alohi”), and Hawaii Renewables, LLC, a Delaware limited liability company (“Company” and, together with Par Pacific and Alohi, the “Parties”, and each, individually, a “Party”).

RECITALS

WHEREAS, the Company was formed on July 25, 2024, by Par Pacific as the sole member;

WHEREAS, as of the date hereof, Par Pacific is the owner of all of the issued and outstanding membership interests in the Company, represented by 100 units in the Company (the “Existing Units”) that were issued under the limited liability company agreement of the Company dated July 25, 2024;

WHEREAS, Par Pacific (or one or more of its Affiliates on behalf and for the account of Par Pacific) has contributed, or is contributing the assets herein defined as the Contributed Assets on or prior to the Closing Date;

WHEREAS, the Parties desire that Par Pacific make the Par Pacific Capital Commitment (as defined below);

WHEREAS, the Parties desire that ▇▇▇▇▇ be admitted as a Member of the Company at the Closing and, in connection therewith, ▇▇▇▇▇ is willing to contribute the Alohi Capital Contribution (as defined below) to the Company;

WHEREAS, in consideration of the contributions as described above and contemporaneously with the execution and delivery of this Agreement, (a) all of the Existing Units shall be canceled and forfeited without consideration, (b) Par Pacific shall cease to be the sole member of the Company and shall be issued 635 Units in the Company and shall be admitted as a Member of the Company and (c) Alohi shall be issued 365 Units in the Company and shall be admitted as a Member of the Company, upon the terms and subject to the conditions set forth herein and in that certain Amended and Restated LLC Agreement (as defined below).

NOW, THEREFORE, in consideration the mutual representations, warranties, covenants and agreements in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below:

“AAA” is defined in 1.1(a).

“Acquisition Proposal” means (a) the sale of the Units or other Equity Interests in the Company or PHR or all or substantially all of the Company Assets, the Contributed Assets or the Assets of PHR, (b) any merger, recapitalization or similar transaction with respect to the Company, or PHR, or any other transaction in respect of Company or PHR that, in each case, results in the Company or PHR not being Controlled, directly or indirectly, by Par Pacific, or (c) the sale of any minority equity interest in the Company.

“Act” is defined in the Amended and Restated LLC Agreement.

“Additional Capital Contributions” is defined in the Amended and Restated LLC Agreement.

“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, another Person. For the avoidance of doubt and notwithstanding anything to the contrary in the foregoing, for purposes of this Agreement, (a) the Company shall not be considered an “Affiliate” of Par Pacific Parent or its Affiliates (other than the Company) and (b) ENEOS Americas Inc. shall be considered an “Affiliate” of Alohi.

“Agreement” is defined in the Preamble.

“Alohi” is defined in the Preamble.

“Alohi Capital Contribution” is defined in Section 2.4.

“Alohi Fundamental Representations” means the representations and warranties made by ▇▇▇▇▇ in Section 7.1 (Organization; Existence), Section 7.2 (Authorization), Section 7.3 (No Conflicts) and Section 7.6 (Brokers).

“Alohi Indemnitees” is defined in Section 8.2(a).

“Alohi Units” is defined in Section 2.1(c).

“Amended and Restated LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Closing Date, by and among the Company, Par Pacific, and Alohi, substantially in the form of Exhibit B.

“Ancillary Agreements” means the (a) Amended and Restated LLC Agreement, (b) the Assignment, (c) the Commercial Agreements, and (d) any and all additional agreements, certificates, documents and instruments that may be executed or delivered by any Party at or in connection with Closing, including those instruments and documents described in Sections 4.2, 4.3, and 4.4.

“Ancillary Assets” means those assets, that are not Contributed Assets, to be constructed or developed by Par Pacific or its Affiliates that are necessary to support the completion and operation of the Renewable Fuels Facility.

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“Anti-Corruption Laws” means, with respect to a Party, all applicable provisions of the FCPA, and the requirements and prohibitions pertinent to the activities in question in the U.K. Bribery Act 2010 and all other anti-corruption and/or anti-bribery Laws applicable to such Party or any of its Affiliates.

“Anti-Money Laundering Laws” means all the applicable national anti-money laundering Laws of the countries in which the relevant Party operates.

“Applicable Affiliate” means any Affiliate of Par Pacific that is party to any Ancillary Agreement.

“Applicable Asset” is defined in Section 6.16.

“Approved Capital Project” has the meaning set forth in the Amended and Restated LLC Agreement.

“Asset Taxes” means ad valorem, property, excise, license, sales, use and similar Taxes based upon the operation or ownership of the Contributed Assets or the receipt of proceeds therefrom, but excluding, for the avoidance of doubt, Income Taxes and Transfer Taxes.

“Assets” of any Person means all assets, rights, Claims, Contracts, interests, data, records and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, absolute, accrued, contingent, fixed or otherwise and wherever situated), including cash, cash equivalents, investment assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods, Intellectual Property Rights and the goodwill related thereto, operated, owned or leased by such Person.

“Assignment” is defined in Section 4.2(a).

“Assumed Contracts” is defined in Section 2.1(d).

“Assumed Liabilities” is defined in Section 3.1.

“Benefit Plan” means the following: (a) any plan, fund, arrangement, agreement, policy or program that provides or is designed to provide health, medical, surgical, hospital or dental care or other welfare benefits, or benefits in the event of sickness, accident or disability, or death benefits, apprenticeship or other training programs, adoption assistance, dependent, care, or day care centers, scholarship funds, or prepaid legal services; (b) any plan, fund, arrangement, agreement, policy, or program that provides or is designed to provide retirement income to current or former employees or other current or former service providers or results in a deferral of income for periods extending to the termination of covered employment or other service or beyond; (c) any plan, fund, arrangement, agreement, policy or program that provides or is designed to provide severance, unemployment, vacation, holiday pay, paid time off, dependent care or healthcare reimbursement accounts, or fringe benefits; (d) any incentive compensation plan, bonus plan or arrangement, deferred compensation plan, equity option or equity-based incentive or compensation plan, or equity purchase plan; (e) any “employee benefit plan” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA); and (f) any other written or oral plan, agreement

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or arrangement involving direct or indirect compensation or benefits, including employment agreements, consulting or independent contractor agreements with individuals, insurance coverage, severance benefits, disability benefits, fringe benefits, pension or retirement plans, profit sharing, deferred compensation, bonuses, equity options, equity purchase, phantom equity, equity appreciation or other forms of incentive compensation or post-retirement compensation, in each case of clause (a) to (f), whether or not subject to ERISA, funded or unfunded, written or unwritten.

“Business” means the design, construction, ownership, operation and maintenance of the Renewable Fuels Facility.

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks in Hawaii and New York are generally open for business.

“Capital Contributions” is defined in the Amended and Restated LLC Agreement.

“Claim” means any claim, demand, suit, action, investigation, proceeding (whether civil, criminal, arbitrative, investigative, or administrative), governmental action, cause of action, and expenses and costs associated therewith (including reasonable attorneys’ fees and court costs), whether now existing or hereafter arising, whether known or unknown, including such items involving or sounding in the nature of breach of contract, tort, statutory liability, strict liability, products liability, Liens, contribution, indemnification, fines, penalties, malpractice, professional liability, design liability, premises liability, environmental liability (including investigatory and cleanup costs and natural resource damages), safety liabilities (including OSHA investigations, litigation and pending fines), deceptive trade practices, malfeasance, nonfeasance, negligence, misrepresentation, breach of warranty, tortious interference with contractual relations, slander or libel.

“Claim Notice” is defined in Section 8.2(a).

“Claim Period” is defined in Section 8.2(a).

“Closing” is defined in Section 4.1.

“Closing Date” is defined in Section 4.1.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

“Collective Indemnity Amount” is defined in Section 8.2(a).

“Commercial Agreements” means (a) the Construction Management Agreement, (b) the Operating Agreement, (c) the Services Agreement, (d) the Facilities Agreement, and (e) the Terminalling Agreement.

“Commercial Operation Date” has the meaning set forth in the Construction Management Agreement.

“Company” is defined in the Preamble.

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“Company Assets” means the Assets of the Company.

“Company Intellectual Property Rights” is defined in Section 6.15(b).

“Company Material Effect” means any event, change, occurrence, state of facts or effect that, individually or in the aggregate, (x) does, or would reasonably be expected to, individually or in the aggregate, prevent, or materially impair, impede or delay the performance by Par Pacific, its Affiliates or the Company of their obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby, or (y) has been, or would reasonably be expected to be, individually or in the aggregate, material and adverse to the business, financial condition, or results of operations, of the Company and Contributed Assets, taken as a whole.

“Consent Decree” is defined in Schedule 5.5.

“Consent Decree Matter” is defined in Schedule 5.5.

“Construction Management Agreement” means that certain Construction Management Agreement, dated as of the Closing Date, by and between the Construction Manager and the Company, substantially in the form of Exhibit C.

“Construction Manager” means Par Hawaii Refining, LLC.

“Construction Related Costs” is defined in Section 2.3(a).

“Contract” means any legally binding contract, agreement, instrument, lease, servitude, easement, license, evidence of indebtedness for borrowed money, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement or other legally binding arrangement.

“Contributed Assets” is defined in Section 2.1.

“Contributed Improvements and Personalty” is defined in Section 2.1(b).

“Contributed Intellectual Property Rights” is defined in Section 2.1(h).

“Contributed Permits” is defined in Section 2.1(g).

“Contributed Refinery Process Units” is defined in Section 2.1(a).

“Contributor Taxes” means, without duplication, any and all (a) Taxes of the Company allocated to Par Pacific under Section 8.2, (b) Income Taxes imposed by any applicable Laws on Par Pacific, any of its Affiliates (other than the Company which are subject to Section 8.2) or any of its direct or indirect owners, (c) Transfer Taxes, if any, allocated to Par Pacific under Section 8.1, (d) Taxes attributable to the Contributed Assets for a taxable period (or portion thereof) ending on or before the Closing Date and (e) Taxes attributable to the Excluded Assets.

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“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Equity Interests, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall always be considered to “control” such Person and a member of a manager-managed joint venture with the ability to elect a majority of the directors, managers or other governing persons shall always be considered to “control” such Person.

“Data Room” means the electronic data room or similar file sharing services maintained by or on behalf of Par Pacific and made available and continually accessible to Alohi and its Representatives.

“DeMinimis Threshold” is defined in Section 8.2(a).

“Designated Par Pacific Person” is defined in the form of Amended and Restated LLC Agreement attached hereto in Exhibit B.

“Direct Claim” is defined in Section 8.2(a).

“Dispute” or “Disputes” is defined in Section 13.16(a).

“Documents” means all files, documents, instruments, papers, books, reports, records, tapes, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer and supplier lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation and other similar materials, in each case, related exclusively to the Business and the Contributed Assets, whether or not in electronic form; provided that “Documents” shall not include duplicate copies of such Documents retained by Par Pacific or its Affiliates subject to the obligations relating to the use and disclosure thereof set forth in this Agreement.

“Emergency” has the meaning set forth in the Operating Agreement.

“Environmental Law” means all Laws, including common law, relating to pollution or protection restoration or remediation of the environment or natural resources, or the protection of public or human health and safety (to the extent relating to exposure to Hazardous Substances), including Laws relating to (a) the exposure to, or Releases or threatened Releases of, Hazardous Substances; (b) to the generation, processing, treatment, storage, disposal, use, handling, or transportation of Hazardous Materials, and (c) recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances. The term Environmental Law includes, but is not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; to the extent relating to exposure to Hazardous Materials, the Occupational Safety and Health Act of 1970, 29 U.S.C. §651 et seq.; and all analogous Laws (including Laws of the State of Hawai’i) of any Governmental Authority, and all amendments, modifications or changes to such Laws and all regulations implementing any of the foregoing.

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“Equity Interests” means, with respect to any Person, (a) capital stock, membership interests, partnership interests, other equity interests, rights to profits or revenue and any other similar interest in such Person, (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing, whether at the time of issuance or upon the passage of time or the occurrence of some future event, and (c) any warrant, option or other right (contingent or otherwise) to acquire any of the foregoing; provided that Units shall constitute Equity Interests in the Company.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that together with the Company is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“Excluded Assets” is defined in Section 2.2.

“Excluded Environmental Liabilities” is defined in Section 3.2.

“Excluded Liabilities” is defined in Section 3.2.

“Execution Date” is defined in the Preamble.

“Existing Units” is defined in the Recitals.

“Facilities Agreement” means that certain facilities agreement, dated effective as of the Closing Date, by and between the Company, as licensee, and Par Hawaii Refining, LLC, as licensor, substantially in the form of Exhibit F.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Fraud” means an actual and intentional fraud by a Party under Delaware common law with specific intent to deceive (and not a constructive fraud, equitable fraud, promissory fraud or any torts based on negligence or recklessness) with respect to the making of a representation and warranty of such Party in Article V, Article VI or Article VII (as applicable) of this Agreement; provided, that at the time such representation is made (i) such representation was inaccurate at the time when it was made, (ii) such Party knew such representation was inaccurate when made without duty of inquiry or investigation, (iii) such Party had the specific intent to deceive and to induce another Party to act or refrain from acting in reliance of such inaccurate representation, and (iv) such other Party acted in reliance on such inaccurate representation and at such time or thereafter suffered actual damages as a result of such inaccurate representation and reliance.

“GAAP” means generally accepted accounting principles in the United States as in effect prior to the Closing, consistently applied.

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“Good Industry Practice” means the exercise of that degree of skill, prudence and care, and the practices and professional standards which would reasonably and ordinarily be expected by a reasonably prudent owner and operator in the refining industry and, in particular, renewable fuels facilities.

“Governmental Approval” means any declaration or notification to, filing or registration with, or order, authorization, consent, clearance or approval of, any Governmental Authority with jurisdiction over the Person or Assets in question indicated in Schedule 5.4.

“Governmental Authority” means any Federal, State, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, legislature, arbitrator or arbitral body, authority, agency, commission, board, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

“Gross Negligence” means any act or failure to act (whether sole, joint or concurrent) by a Person that such Person knew, or should have known, would result in avoidable and harmful consequences, and that constitutes: (a) intentional misconduct intended to cause such consequences, or (b) an extreme departure from the standard of care that a reasonably prudent Person would exercise under similar circumstances.

“Hard Consent” means a Person’s prior consent to assignment of an interest in a Contract that provides that any purported assignment in the absence of such consent first having been obtained is void or voidable, or failure to obtain such consent may result in termination of such Contract or monetary damages to the assignor party or the assignee party.

“Hazardous Substance” means (a) any element, material, substance, waste, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, universal waste, solid waste, or term of similar import under any Environmental Laws; (b) explosive or regulated radioactive materials or substances, hazardous or toxic materials, wastes or chemicals, petroleum and petroleum products (including crude oil or any fraction thereof), asbestos or asbestos containing materials, polychlorinated biphenyls, and per-and polyfluoroalkyl substances; and (c) all other materials, chemicals, compounds, or substances which are regulated by or for which liability or standards of care are imposed under any Environmental Law.

“Income Tax” means any U.S. federal, state or local or foreign Tax measured by or imposed on account of net income or based on profits, net profits, margin, revenues, gross receipts or similar measure, but excluding Asset Taxes and Transfer Taxes.

“Indebtedness” means all obligations of a Person (a) for borrowed money, (b) evidenced by notes, bonds, debentures, mortgages, deeds of trust, security agreements or similar instruments (other than trade payables or accruals incurred in the Ordinary Course of Business that is not past due by more than ninety (90) days), (c) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the Ordinary Course of Business that is not past due by more than ninety (90) days or that is being contested in good faith by appropriate dispute resolution or other proceedings), (d) under any lease classified as a capital or finance lease or required to be

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capitalized in accordance with GAAP (with the amount of such indebtedness being the capitalized amount thereof that would appear on a balance sheet prepared in accordance with GAAP), (e) under any interest rate, currency swap or other hedging agreement or arrangement, (f) for reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions, (g) under conditional sales contracts and other similar title retention instruments whether short term or long term, (h) secured by a Lien (other than a Permitted Lien) on the assets of such Person, whether or not such obligation has been assumed by such Person, (i) in the nature of guaranties of the obligations described in the foregoing clauses (a) through (h) of any other Person and (j) in respect of any other amount properly characterized as indebtedness in accordance with GAAP, but subject to any of the applicable limitations and exceptions to “Indebtedness” set forth in foregoing clauses (a) through (j). Notwithstanding the foregoing, Indebtedness does not include (A) any obligations with respect to unclaimed amounts under indemnities and similar obligations entered into in the Ordinary Course of Business, (B) deferred revenue or trade payables arising in the Ordinary Course of Business that either (1) are not overdue by more than ninety (90) days or (2) are being contested in good faith by appropriate dispute resolution or other proceedings, or (B) liability for Taxes.

“Indemnifiable Losses” is defined in Section 9.1.

“Indemnified Party” is defined in Section 8.2(a).

“Indemnifying Party” is defined in Section 8.2(a).

“Indemnitees” means the Alohi Indemnitees and/or the Par Indemnitees.

“Initial Working Capital” means $20,000,000.

“Inspection Indemnitees” is defined in Section 10.1.

“Intellectual Property Rights” means any and all rights in, arising out of or associated with any of the following in any jurisdiction in the world: (a) patents and patent applications, including all reissues, divisions, continuations, continuations-in-part, provisionals, substitutes, renewals and extensions thereof, and other government issued indicia of invention ownership, (b) copyrights, and all copyright registrations and copyright applications and any renewals or extensions thereof, (c) trademarks, service marks, brands, certification marks, trade dress, trade names, logos, slogans, domain names and other indicia of origin of use, whether registered or unregistered, and pending applications and renewals for any of the foregoing, together in each case with the goodwill connected with the use of or symbolized thereby, and (d) trade secrets, know-how, proprietary and confidential information, including all proprietary rights in product specifications, compounds, processes, formulae, product or industrial designs, business information, technical and marketing plans and proposals, ideas, concepts, inventions, research and development, information disclosed by business manuals and drawings, technology, technical information, data, research records, customer, distributor and supplier lists and similar data and information and all other confidential or proprietary technical or business information and materials and all rights therein.

“Interim Period” means the period from the Execution Date through the earlier of the Closing Date or the termination of this Agreement in accordance with Article XII.

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“Intermediation Financing” is defined in Schedule 10.7.

“Knowledge” means the actual knowledge of an individual, after reasonable inquiry.

“Knowledge of Alohi” means the Knowledge of those individuals identified on Schedule 1.1-Alohi.

“Knowledge of Par Pacific” means the Knowledge of those individuals identified under the heading “Par Pacific” on Schedule 1.1-Par.

“Knowledge of PHR” means the Knowledge of those individuals identified under the heading “PHR” on Schedule 1.1-Par.

“Law” or “Laws” means any constitution, decree, resolution, law, statute, act, ordinance, rule, directive, Order, treaty, code or regulation and any injunction or judgment or any interpretation of the foregoing, as enacted, issued or promulgated by any Governmental Authority having the force of law.

“Legal Proceedings” is defined in Section 5.5.

“Liability” or “Liabilities” means, singularly or collectively, any Indebtedness, adverse Claim, liability, obligation or loss (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, equity, strict liability or otherwise) and including all costs and expenses relating thereto.

“Licensed Land” means the land licensed to the Company pursuant to the Facilities Agreement.

“Lien” means any lien, pledge, mortgage, deed of trust, security interest, collateral assignment, lease, charge, adverse claim, levy, option, right of first refusal, right of first refusal, warrant, preemptive rights, purchase rights, restriction (whether on voting, sale, transfer, disposition or otherwise), easement, servitude, use restriction, proxy, voting trust or similar agreement, or other encumbrance of any kind, or any conditional sale Contract, title retention Contract or other Contract to create any of the foregoing.

“Loss” or “Losses” means any and all Liabilities, payments, charges, judgments, amounts paid in settlement, assessments, deficiencies, damages, fines, interest, penalties, Taxes, losses, and expenses (including removal costs, remediation costs and interest, court costs, reasonable fees of attorneys, accountants and other experts and professionals or other reasonable expenses of investigation, litigation, or other Proceedings or of any claim, default or assessment), in each case, excluding incidental and consequential damages.

“Made Available” means, with respect to any documents, reports, or other materials that Par Pacific or its Representatives have delivered or made such documents, reports, or other materials available to Alohi and its Representatives, including by uploading such documents, reports, or other materials to the Data Room at least three (3) Business Days prior to the Closing Date and causing such documents, reports, and other materials to be continually accessible to Alohi and its Representatives in the Data Room prior to the Closing Date.

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“Material” means, when applied to any fact, circumstance, event, change, effect, or occurrence, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, such application would reasonably be expected to have a material effect on the business as a whole, operations as a whole, assets as a whole, liabilities as a whole, financial condition as a whole, or results of operations as a whole, of the Company and the Contributed Assets. For the purposes of this Agreement, the determination of whether any fact, circumstance, event, change, effect, or occurrence is “Material” shall be judged objectively from the standpoint of a reasonable third-party observer having knowledge of the relevant facts and circumstances.

“Material Adverse Effect” means any event, change, occurrence, state of facts or effect that, individually or in the aggregate, (x) has or would reasonably be expected to have a material adverse effect on the business, financial condition, or results of operations of the Company and the Contributed Assets, taken as a whole, or (y) does, or would reasonably be expected to, prevent, materially delay or materially impede the performance by Par Pacific, its Affiliates or the Company of their obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby; provided, however, that no event, change, occurrence, state of facts or effect directly or indirectly arising out of, attributable to, or resulting from any of the following, alone or in combination, shall be deemed to constitute, or be taken into account in determining whether there has been or would or could be, a Material Adverse Effect:

(a) any changes, effects, events, circumstances or occurrences in general economic or business conditions or in the financial, debt, banking, capital, credit or securities markets (including any disruption thereof) or in interest or exchange rates, in each case, in the United States or elsewhere in the world;

(b) any changes or developments generally affecting any industries, markets or geographical areas in which any of Par Pacific, its Affiliates and Company conducts its business;

(c) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition Laws for the consummation of the transactions contemplated hereby;

(d) any adoption, implementation, modification, repeal or other changes in any applicable Laws (including actions taken by any Governmental Authorities in connection with any of the events set forth in clauses (f), (g), (h), or (i) of this definition, including adoption of or changes in any Public Health Measures) or any changes in applicable accounting regulations or principles, or in interpretations of any of the foregoing;

(e) political, geopolitical, social or regulatory conditions, including any outbreak, continuation or escalation of any military conflict, declared or undeclared war, armed hostilities, civil unrest, public demonstrations or acts of foreign or domestic terrorism or sabotage (including any cyberattack or hacking), or any escalation or worsening of any such conditions;

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(f) any natural or manmade disasters or weather conditions including earthquakes, wild fires, internet or cyber incidents, or other force majeure events, or any escalation or worsening of such conditions;

(g) any epidemic, pandemic or outbreak of disease (including, for the avoidance of doubt, COVID-19), or any escalation or worsening of such conditions;

(h) any other regional, national or international calamity, crisis or emergency, whether or not caused by any Person;

(i) the announcement of this Agreement and the transactions contemplated hereby, including the initiation of litigation by any Person with respect to this Agreement, and including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners, or employees of Par Pacific, its Affiliates or the Company due to the announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein;

(j) any action taken by Par Pacific, its Affiliates or the Company, in each case which is required or permitted by or resulting from or arising in connection with this Agreement, including any inaction in compliance with Section 6.1 to the extent that such inaction is as a result of Buyer unreasonably withholding its consent under Section 6.1;

(k) any matter set forth in the Schedules;

(l) any actions taken (or omitted to be taken) at the request of Alohi; or

(m) any failure by Par Pacific, its Affiliates or the Company to meet internal or published projections, forecasts or revenue or earnings predictions, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect unless such facts or occurrences are attributable to, or resulting from any of, the matters described in clauses (a) through (l)).

“Material Contract” means any of the following Contracts (x) which the Company is a party to or has obligations under, (y) which Par Pacific or any of its Affiliates is a party to or has obligations under, in each case by which any Contributed Assets or any Company Assets are bound:

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“Material Permits” is defined in Section 6.20.

“Member” is defined in the Amended and Restated LLC Agreement.

“Necessary Reorganization” is defined in Section 10.7.

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“Operating Agreement” means that certain Operating Agreement, dated as of the Closing Date, between the Operator and the Company, substantially in the form of Exhibit D.

“Operator” means Par Hawaii Refining, LLC.

“Order” means any writ, judgment, decree, order, injunction or award issued, or otherwise put into effect by or under the authority of any court, administrative agency, arbitrator or other Governmental Authority (in each such case whether preliminary or final).

“Ordinary Course of Business” means the ordinary course of business consistent with past custom in the refining industry and Good Industry Practice (including with respect to quantity and frequency).

“OSHA” means the U.S. Occupational Safety and Health Administration.

“Outside Date” is defined in Section 12.1.

“Par Indemnitees” is defined in Section 8.2(c).

“Par Pacific” is defined in the Preamble.

“Par Pacific Capital Commitment” is defined in Section 2.1(a).

“Par Pacific Capital Contribution” means the (i) contribution of the Contributed Assets; and (ii) the Par Pacific Capital Commitment.

“Par Pacific Fundamental Representations” means the representations and warranties made by Par Pacific in Section 5.1 (Organization; Existence), Section 5.2 (Authorization), Section 5.3(a) (No Conflicts), Section 5.6 (Brokers), Section 6.1 (Organization; Existence), Section 6.2 (Authorization), Section 6.3(a)(i), Section 6.3(b)(i) (No Conflicts), Section 6.5 (Brokers), Section 6.7 (Capitalization; Rights to Acquire Equity), Section 6.10 (Subsidiaries) and Section 6.14(a) (Title to Assets).

“Party” or “Parties” is defined in the Preamble.

“Percentage Interest” is defined in the Amended and Restated LLC Agreement.

“Permit” means any permits, temporary permits to construct or operate, licenses, approvals, registrations, orders, waivers, variances or other authorizations issued or granted by any Governmental Authority.

“Permitted Lien” means (i) with respect to the Licensed Land, all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance that would not adversely and materially interfere with the Business; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (iii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business with respect to a Liability not yet delinquent or the amount or validity of which is being contested in

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good faith by appropriate proceedings; (iv) zoning, building codes, entitlement and other land use laws and regulations by any Governmental Authority; with jurisdiction over the Licensed Land that would not adversely interfere with the Business or render it more expensive; (v) title of a lessor under a capital or operating lease, (vi) such other imperfections in title, charges, easements, restrictions and encumbrances which would not, individually or in the aggregate, result in a material adverse effect on the Company or adversely and materially interfere with the Business and (vii) Liens existing on the date hereof that will be released on or prior to the Closing.

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

“PHR” means Par Hawaii Refining, LLC, the owner of the Excluded Assets located at the Kapolei refinery.

“PHR Services and Products” means, collectively, the Services and Products, each as defined in the Service Agreement.

“Privileged Materials” all privileged materials, documents and records of Par Pacific or any of its Affiliates related to any Excluded Asset or Excluded Liability.

“Proceeding” means any investigation, complaint, lawsuit, action, suit, claim (including claim of a violation of Law), demand, examination, arbitration, audit, litigation, summons, petition, charge, subpoena, hearing or other proceeding at Law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative, appellate or regulatory by or before any Governmental Authority or arbitral tribunal.

“Proposed Reorganization” is defined in Section 10.7.

“Prudent Construction Practices” is defined in the form of Construction Management Agreement attached hereto in Exhibit C as of the Execution Date.

“Public Health Measures” means any closures, “shelter-in-place,” “stay at home,” workforce reduction, social distancing, shut down, closure, curfew, or other restrictions or any other Laws, orders, directives, guidelines, or recommendations issued by any Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization, or any industry group in connection with COVID-19 or any other epidemic, pandemic, or outbreak of disease, or in connection with or in response to any other public health conditions.

“Release” means any spilling, leaking, seeping, pumping, pouring, emitting, emptying, injecting, discharging, escaping, leaching, migrating, dumping, disposing or releasing of a Hazardous Substance into or through the environment (including the air, soil, surface water, groundwater, sewer, septic system, or waste treatment, storage, or disposal systems) of any kind whatsoever, including the abandonment or discarding of barrels, containers, tanks or other receptacles containing or previously containing a Hazardous Substance.

“Renewable Fuels” has the meaning set forth in the Operating Agreement.

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“Renewable Fuels Facility” means the Renewable Fuels manufacturing facility (including associated pipelines and auxiliary facilities) owned by the Company (or to be owned by the Company upon Closing) and located on the Licensed Land, including the initial facilities constructed or to be constructed pursuant to the Construction Management Agreement and any subsequent Approved Capital Project, excluding the Excluded Assets. For the avoidance of doubt, the Renewable Fuels Facility includes the Contributed Assets.

“Reorganization” is defined in Section 10.7.

“Representatives” means, as to any Person, its officers, directors, employees, managers, members, partners, shareholders, owners, legal counsel, accountants, financial advisers, lenders, investors, and consultants.

“Required Approval” is defined in Section 5.4.

“Required Consents” is defined in Section 5.4.

“Required Regulatory Approvals” means the Governmental Approvals set forth on Schedule 1.1-RRA.

“Schedules” means the schedules attached to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Services Agreement” means that certain Services Agreement, dated as of the Closing Date, by and between the Company and Par Hawaii Refining, LLC, substantially in the form of Exhibit E.

“Site” is defined in Section 10.1.

“Straddle Period” means any Tax period that begins before and ends on or after the Closing Date.

“Subsidiary” means, as to any Person, any other Person of which or in which such Person, directly or indirectly through its ownership of any other Person, has Control.

“Tax” or “Taxes” means any and all (a) federal, state, local, foreign and other taxes, levies, duties, imposts, assessments, fees or other governmental charges of any kind whatsoever, including any net income, gross income, fuels, franchise, gross receipts, gross margins, payroll, employment, ad valorem, sales, use, employment, social security, disability, occupation, property, severance, value added, goods and services, documentary, stamp duty, transfer, conveyance, capital stock, excise, withholding or other taxes, including any interest, penalty or addition thereto, and (b) Liability for the payment of any items described in clause (a) above payable by reason of Contract, assumption, transferee or successor liability, as a result of being a member of a consolidated, combined, affiliated, unitary or similar group, by operation of Law (including pursuant to Section 1.1502-6 of the Treasury Regulations), or otherwise, and in each case whether disputed or not and whether or not shown on any Tax Return.

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“Tax Return” means any declaration, report, statement, form, return, claim for refund, amended return or other document or information filed or required to be filed in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Terminalling Agreement” means that certain Terminalling Agreement, dated as of the Closing Date, by and between the Company and Par Hawaii Refining, LLC, substantially in the form of Exhibit G.

“Third Party Claims” is defined in Section 8.2(a).

“Third Party Rights” is defined in Section 4.5.

“Transactions” means the transactions contemplated by this Agreement and the Ancillary Agreements.

“Transfer Taxes” is defined in Section 8.1.

“Treasury Regulations” means the regulations promulgated under the Code by the Department of the Treasury, whether in proposed, temporary or final form, as amended.

“Unit” is defined in the Amended and Restated LLC Agreement.

“Waiving Parties” is defined in Section 6.24.

“Willful Misconduct” means an act or omission taken with intentional and conscious knowledge of the harmful consequences of such act or omission to a Person or its property or personnel.

Section 1.2 References and Rules of Construction. All references in this Agreement to Exhibits, Appendices, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. All references to Articles and Sections refer to articles and sections of this Agreement unless otherwise specified, and all references to Exhibits and Schedules are to exhibits and schedules attached hereto, each of which is made a part hereof for all purposes, and the words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “including” (in its various forms) means “including without limitation.” The word “U.S.” means the United States of America, the word “Federal” means U.S. federal and the word “State” means any U.S. state. All references to “$” or “dollars” shall be deemed references to U.S. Dollars. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Appendices, Schedules and Exhibits referred to

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herein are attached hereto. References to any Law or agreement shall mean such Law or agreement as it may be amended from time to time. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day. Unless explicitly provided to the contrary, the word “or” when used in a list shall not indicate that the listed items are exclusive of each other. References to any contract, agreement or other instrument shall mean such contract, agreement or other instrument as it may be amended, restated, supplemented, modified or replaced from time to time. References to any Person shall include such Person’s successors and permitted assigns. The phrase “to the extent” shall mean the degree to which the subject matter thereof extends and shall not simply mean “if”. In the event that any provision of this Agreement contemplates a calculation that is to be made with respect to a given calendar period (for example, monthly, quarterly, annually), then in the event such calculation is nonetheless required to be made at a time when the required period is not complete (for example, if an entire calendar year is not completed at the time such calculation is to be made), then an appropriate adjustment shall be made in making such calculation for the portion of that calendar period that has then actually lapsed.

ARTICLE II

CONTRIBUTIONS; ISSUANCE OF COMPANY UNITS

Section 2.1 Contribution of Assets by Par Pacific. Upon the terms and subject to the conditions contained in this Agreement, Par Pacific shall contribute, convey, assign, transfer, and deliver to the Company, free and clear of Liens (except for Permitted Liens), and the Company shall acquire and accept from Par Pacific, all of Par Pacific’s right, title and interest in, to and under the following at the Closing (collectively, the “Contributed Assets”):

(a) the existing refinery process units listed on Schedule 2.1(a) hereto (collectively, the “Contributed Refinery Process Units”);

(b) the improvements, other constructions, equipment, machinery, supplies and other tangible personal property and fixtures set forth on Schedule 2.1(b) hereto (collectively, the “Contributed Improvements and Personalty”);

(c) all causes of action, rights, claims, accounts receivable, credits or demand to the extent related to the Contributed Assets (other than the Contributed Assets described in this Section 2.1(c)) or any Assumed Liabilities, including any claim, right or interest in or to any refund, rebate, abatement or other recovery for Taxes for a taxable period (or portion thereof) beginning after the Closing Date, together with any interest due thereon or penalty rebate arising therefrom, arising from any Contributed Assets (other than the Contributed Assets described in this Section 2.1(c));

(d) the Contracts listed on Schedule 2.1(d) (collectively, the “Assumed Contracts”);

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(e) all designs, plans and other work product generated as part of the design, development, procurement, and construction of the Contributed Refinery Process Units and Contributed Improvements and Personalty;

(f) all rights of Par Pacific or its Affiliates under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to Contributed Refinery Process Units and Contributed Improvements and Personalty sold, or services provided, to Par Pacific or its Affiliates or to the extent affecting any Contributed Assets or relating to any Assumed Liabilities, in each case, other than such warranties, representations and guarantees the benefit of which shall be made available to Company under the Operating Agreement;

(g) all Permits listed on Schedule 2.1(g) (“Contributed Permits”);

(h) the Intellectual Property Rights listed on Schedule 2.1(h) (collectively, the “Contributed Intellectual Property Rights”);

(i) all Documents exclusively used with respect to the Contributed Assets (other than the Contributed Assets described in this Section 2.1(i)), whether or not physically located on the Licensed Land, excluding personnel files for employees of Par Pacific or its Affiliates and such files the transfer of which is restricted by applicable Law regarding privacy;

(j) all renewable or waste feedstock to be used for the production of Renewable Fuels at the Renewable Fuels Facility located within or near the boundaries of the Licensed Land, and the right in respect of the Renewable Fuels Facility to receive any such feedstock; and

(k) all other Assets listed on Schedule 2.1(k).

The Contributed Assets shall be treated as a Capital Contribution to the Company pursuant to the Amended and Restated LLC Agreement.

Section 2.2 Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to the Company, and Par Pacific and its Affiliates shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assets, properties, interests and rights of Par Pacific and its Affiliates other than the Contributed Assets, including without limitation each of the following assets:

(a) all cash, cash equivalents, bank deposits or similar cash items of Par Pacific and its Affiliates;

(b) all minute books, organizational documents, stock registers and such other books and records of Par Pacific or its Affiliates pertaining to the ownership, organization or existence of Par Pacific or each of its Affiliates and duplicate copies of such records as are necessary to enable Par Pacific and its Affiliates to file Tax returns and reports;

(c) any Intellectual Property Rights of Par Pacific and its Affiliates other than the Contributed Intellectual Property Rights;

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(d) any personnel and files pertaining to any employee or former employee;

(e) any books and records that Par Pacific and its Affiliates are required by Law to retain or that Par Pacific determines are necessary or advisable to retain;

(f) any claim, right or interest of Par Pacific or any of its Affiliates in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, other than those arising from any Contributed Assets;

(g) all insurance policies or rights to proceeds thereof relating to the assets, properties, business or operations of Par Pacific or any of its Affiliates;

(h) any rights, claims or causes of action of Par Pacific or any of its Affiliates against third parties relating to assets, properties, business or operations of Par Pacific or any of its Affiliates arising out of events occurring on or prior to the Closing Date, other than the Contributed Assets;

(i) all Tax returns and financial statements of Par Pacific and its Affiliates and their business generally and all records (including working papers) related thereto;

(j) all ownership interests of Par Pacific and its Affiliates in any Person;

(k) all of Par Pacific’s or any of its Affiliates’ causes of action, claims, credits, demands or rights of set-off against third parties, to the extent related to any Excluded Asset;

(l) all Privileged Materials;

(m) all Ancillary Assets; and

(n) all rights that accrue to Par Pacific and its Affiliates under this Agreement.

Section 2.3 Commitment to Fund by Par Pacific.

(a) Subject to the Closing, Par Pacific hereby commits to making cash contributions to the Company from and after the Closing Date, as required by the Company to pay for any costs, expenses and liabilities to (i) achieve the Commercial Operation Date for the Renewable Fuels Facility, (ii) respond to Emergencies, (iii) comply with applicable legal or contractual obligations (other than those resulting from any change in Law) and (iv) pay and discharge the Assumed Liabilities, with respect to each of clauses (i) through (iv), to the extent arising from or relating to the engineering, construction and delivery of the Renewable Fuels Facility to achieve the Commercial Operation Date, including any Prevailing Wage Compliance Costs as defined in the Construction Management Agreement, (all of such costs, expenses and liabilities, the “Construction Related Costs”), not to exceed aggregate cash contributions in an amount equal to (x) $6,470,427, plus (y) $14,568,955, less (z) any actual and documented Construction Related Costs incurred in the period from July 1, 2025 to the Closing Date (“Pre-Closing Construction Related Costs”), provided, however, that such amount of (x), plus (y), less (z) shall not be less than $0, plus Par Pacific’s pro rata share of the Initial Working Capital based on its Percentage Interest (collectively, the “Par Pacific Capital Commitment”); provided, that any such amounts resulting from any Willful Misconduct of Par Pacific or any of its Affiliates in breach of its covenants under this Agreement shall not be taken into account in determining whether the Par Pacific Capital Commitment has been exceeded.

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(b) The Par Pacific Capital Commitment shall not be used for any expenditures made or required to be made by Par Pacific for the construction and development of the Ancillary Assets in connection with the Renewable Fuels Facility achieving the Commercial Operation Date. Upon the terms and subject to the conditions contained in this Agreement, Par Pacific shall make additional expenditures separate and apart from the Par Pacific Capital Commitment from and after the Closing Date with respect to the construction and development of the Ancillary Assets necessary for the Renewable Fuels Facility to achieve the Commercial Operation Date.

Section 2.4 Contributions by ▇▇▇▇▇. Upon the terms and subject to the conditions contained in this Agreement, on the Closing Date, Alohi shall contribute to the Company $100,000,000 in cash, by wire transfer of immediately available funds to an account designated by Par Pacific (the “Alohi Capital Contribution”).

Section 2.5 Amended and Restated LLC Agreement; Additional Capital Contributions. On the Closing Date, the Alohi and Par Pacific, as the Members, shall enter into the Amended and Restated LLC Agreement. ▇▇▇▇▇ and Par Pacific, as the Members will make any Additional Capital Contributions after the Closing Date pursuant to the terms of the Amended and Restated LLC Agreement.

Section 2.6 Issuance of Units. Upon Closing,

(a) all of the Existing Units shall be canceled and forfeited without consideration;

(b) in exchange for the Par Pacific Capital Contribution, the Company shall issue Par Pacific 635 Units, each, free and clear of any and all Liens (other than restrictions on transfer under the Amended and Restated LLC Agreement or under state or federal securities laws); and

(c) in exchange for the Alohi Capital Contribution, Par Pacific shall cease to be the sole member of the Company and the Company shall issue to Alohi 365 Units (the “Alohi Units”), each free and clear of any and all Liens (other than restrictions on transfer under the Amended and Restated LLC Agreement or under state or federal securities laws).

Section 2.7 Commercial Operation Date. All obligations of the Members to make capital contributions pursuant to this Agreement shall cease as of the Commercial Operation Date, except for any capital contributions that were due and outstanding as of the Commercial Operation Date, which shall remain payable according to the terms of this Agreement, and any indemnification obligations with respect to any Indemnifiable Losses provided under Section 9.1(iv)(y) in accordance with this Agreement.

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ARTICLE III

ASSUMED AND EXCLUDED LIABILITIES

Section 3.1 Assumed Liabilities. Subject to the terms of this Agreement, upon the Closing, the Company shall assume, and shall thereafter pay, perform, and discharge as and when due, any Liabilities related to the Contributed Assets, to the extent not resulting from any Willful Misconduct of Par Pacific or any of its Affiliates in breach of its covenants under this Agreement (collectively, the “Assumed Liabilities”), including without limitation the following Liabilities:

(a) Liabilities of Par Pacific or its Affiliates under the Assumed Contracts;

(b) Liabilities constituting, or arising in connection with, accounts payable existing on the Closing Date (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable) related to the Contributed Assets;

(c) other Liabilities to the extent related to Contributed Assets;

(d) Liabilities for Taxes relating to the Contributed Assets for all taxable periods (or portions thereof) beginning after the Closing Date (other than Taxes imposed in connection with the provision of services pursuant to the Ancillary Agreements); and

(e) all Construction Related Costs to the extent related to Contributed Assets, the Renewable Fuels Facility, the Company or the Company Assets.

Section 3.2 Excluded Liabilities. Par Pacific or its Affiliates shall retain, and the Company shall not assume or be obligated to pay, perform, or otherwise discharge or be responsible or liable pursuant to this Agreement or otherwise with respect to, any Liability (a) that constitutes a Contributor Tax, (b) is not an Assumed Liability, (c) arising solely from Par Pacific’s ownership of the Equity Interests in the Company; (d) to the extent arising out of or relating to any Excluded Assets; (e) incurred by Par Pacific and its Affiliates or the Company to comply with regulatory enforcement by any Governmental Authority, to the extent resulting from allegations of breaches of applicable Environmental Law prior to the Closing including, without limitation, those set forth in the 2023 EPA Letter, or (f) arising from events or circumstances occurring prior to the Closing and relating to (i) the presence or Release of any Hazardous Substance affecting or originating on and emanating from the Contributed Assets, including the groundwater and soil beneath the Contributed Assets, or (ii) the violation of any applicable Environmental Law by Par Pacific or any of its Affiliates relating to the Contributed Assets (the Liabilities described in this clause (f), the “Excluded Environmental Liabilities,” and collectively with the Liabilities described in clauses (a) through (f), the “Excluded Liabilities”).

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ARTICLE IV

CLOSING

Section 4.1 Closing. The closing of the Transactions (the “Closing”) shall take place on a date agreed to by the Parties after the conditions to the Closing set forth in Article XI have been satisfied or waived by the applicable Party (other than such conditions that can only be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing) (the day on which the Closing occurs, the “Closing Date”) at such place as the Parties may agree, at 10:00 A.M. local time, in Houston, Texas. The Closing shall be effective for all purposes at 12:01 A.M., local time, in Houston, Texas, on the Closing Date.

Section 4.2 Closing Deliveries by Par Pacific. At the Closing, Par Pacific will deliver, or will cause its Affiliates to deliver, to the Company the following:

(a) a counterpart, duly executed by Par Pacific, of an assignment, conveyance and bill of sale (the “Assignment”), in the form of Exhibit A;

(b) a validly executed IRS Form W-9 with respect to Par Pacific;

(c) a counterpart, duly executed by Par Pacific, of the Amended and Restated LLC Agreement;

(d) counterparts, duly executed by each Applicable Affiliate, to each Commercial Agreement to which such Applicable Affiliate is a party;

(e) to the extent not already provided to ▇▇▇▇▇, executed terminations and releases of the mortgages, liens, deeds of trust, financing statements, and other security interests, including applicable UCC-3 filings, with respect to the Contributed Assets, any assets of the Company or any Equity Interests in the Company, which terminations and releases shall be to the reasonable satisfaction of ▇▇▇▇▇;

(f) Certificate of insurance adding Mitsubishi Corporation, Mitsubishi Corporation (Americas), ENEOS Americas Inc., and Diamond Biofuel America Corporation as an “Additional Insured” consistent with Exhibit D of the Operating Agreement;

(g) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Par Pacific, certifying on behalf of Par Pacific and Company that the conditions set forth in Section 11.2(a) and Section 11.2(b) have been fulfilled;

(h) a certificate, dated as of the Closing Date, duly executed by an officer of Par Pacific, certifying as to the authorization of the officers executing documents in connection with the Transactions and certifying and attaching resolutions of the governing body of Par Pacific and the applicable Affiliates of Par Pacific approving this Agreement, each Commercial Agreement and the Transactions; and

(i) such other certificates, instruments and documents required by this Agreement or as may reasonably be requested by Alohi prior to the Closing Date to carry out the intent and purposes of this Agreement.

Section 4.3 Closing Deliveries by Alohi. At the Closing, Alohi will deliver to the Company the following:

(a) an amount equal to $100,000,000, via wire transfer of immediately available funds;

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(b) a counterpart, duly executed by ▇▇▇▇▇, of the Amended and Restated LLC Agreement;

(c) a certificate, dated as of the Closing Date, duly executed by an authorized officer of ▇▇▇▇▇, certifying on behalf of Alohi that the conditions set forth in Section 11.3(a) and Section 11.3(b) have been fulfilled;

(d) a certificate, dated as of the Closing Date, duly executed by an officer of ▇▇▇▇▇, certifying as to the authorization of the officers executing documents in connection with the Transactions and certifying and attaching resolutions of the governing body of ▇▇▇▇▇ approving this Agreement, each Commercial Agreement and the Transactions; and

(e) such other certificates, instruments and documents required by this Agreement or as may reasonably be requested by the Members or the Company prior to the Closing Date to carry out the intent and purposes of this Agreement.

Section 4.4 Closing Deliveries by the Company. At the Closing, the Company will deliver to the Members the following:

(a) a counterpart, duly executed by the Company, of the Amended and Restated LLC Agreement;

(b) a counterpart, duly executed by the Company, of the Assignment;

(c) counterparts, duly executed by the Company, to each Commercial Agreement to which the Company is a party;

(d) a certificate, dated as of the Closing Date, duly executed by an officer of the Company, certifying as to the authorization of the officers executing documents in connection with the Transactions and certifying and attaching resolutions of the governing body of the Company approving this Agreement, each Commercial Agreement and the Transactions; and

(e) such other certificates, instruments and documents required by this Agreement or as may reasonably be requested by the Members prior to the Closing Date to carry out the intent and purposes of this Agreement.

Section 4.5 Transfer of Certain Assets. Promptly after the Execution Date, Par Pacific shall prepare and send notices to the holders of any required consents to assignment (including the Hard Consents) requesting consents to the assignment of the material Assumed Contracts to the Company. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Assumed Contract for which a Hard Consent has not been satisfied. If, on the Closing Date, any such Hard Consent is not obtained, Par Pacific shall continue after Closing to use commercially reasonable efforts to obtain such Hard Consent so that such Assumed Contract can be assigned to the Company, and Par Pacific and the Company will cooperate in a mutually agreeable arrangement under which the Company would, in compliance with Law and the terms of such Assumed Contract, obtain the benefits and assume the obligations and bear the economic burdens associated with such Assumed Contract, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or

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subleasing to the Company, including through the Commercial Agreements, and under which Par Pacific or its Affiliates would enforce for the benefit (and at the expense) of the Company any and all of their rights against a third party (including any Governmental Authority) associated with such Assumed Contract, claim, right or benefit.

ARTICLE V

COMPANY REPRESENTATIONS AND WARRANTIES

Par Pacific and Company hereby represent and warrant to ▇▇▇▇▇ as at the Execution Date and, only with respect to the Par Pacific Fundamental Representations, as at the Closing Date:

Section 5.1 Organization; Existence. The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified and in good standing to carry on its business in each jurisdiction where the character of its property or the nature of its activities makes such qualification necessary, and to consummate the Transaction. The Company has the requisite limited liability company power and authority to own and operate its properties and assets, and to carry on its business as presently conducted.

Section 5.2 Authorization. The Company has all requisite limited liability company authorization, approvals and consents and all necessary limited liability company power and authority to execute and deliver this Agreement and, upon the Closing, the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery by the Company of this Agreement and, upon the Closing, the Ancillary Agreements delivered by the Company at Closing, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action. This Agreement has been, and the Ancillary Agreements will be at Closing, duly and validly executed and delivered by the Company and this Agreement constitutes, and when executed the Ancillary Agreements will constitute, (assuming the due authorization, execution and delivery by the other parties hereto and thereto) the legal, valid and binding obligation of the Company enforceable against the Company in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Section 5.3 No Conflicts. The execution and delivery by the Company of this Agreement and the Ancillary Agreements does not, and the performance by the Company of its obligations under this Agreement and the Ancillary Agreements does not:

(a) violate or result in a breach of any of the organizational documents of the Company;

(b) result in the creation of any Liens (other than Permitted Liens) on any Contributed Assets, Units or Company Assets;

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(c) conflict with or result in a violation or breach of, (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration under, any Material Permits or any Material Contract to which the Company is a party or by which the Company Assets are bound; or

(d) violate or result in a breach of any Law or Order applicable to Company or by which any of the Company Assets are bound,

other than, in the case of clauses (b), (c) and (d), such Liens, conflicts, breaches, defaults or rights that would not (x) be Material, or (y) reasonably be expected to prevent, or materially impair, impede or delay the performance the Company of its obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby.

Section 5.4 Governmental Approvals; Other Third-Party Consents. Except for the Governmental Approvals set forth on Schedule 5.4(a) (“Required Approvals”), no Governmental Approval or consent, approval, authorization or waiver by, or notice to, any other Person not already obtained or provided is required to be made or obtained by or for the Company in connection with the Company’s execution, delivery, and performance of this Agreement and any Ancillary Agreement, as applicable, or the consummation of the Transactions except for such Governmental Approvals, consents, approvals, authorizations or waiver the failure of which to obtain would not (x) be Material, or (y) reasonably be expected to prevent, or materially impair, impede or delay the performance of the Company of its obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby. Except as set forth on Schedule 5.4(b) (“Required Consents”), no consent, approval, authorization or waiver by, or notice to, any other Person not already obtained or provided is required to be made or obtained by or for the Company in connection with the Company’s execution, delivery, and performance of this Agreement and any Ancillary Agreement, as applicable, or the consummation of the Transactions, including any consents to assignment, preferential right to purchase or other similar rights applicable to the contribution, conveyance, assignment, transfer or delivery of any Contributed Assets contemplated hereunder, except for such consents, approvals, authorizations or waiver the failure of which to obtain would not (x) be Material, or (y) reasonably be expected to prevent, or materially impair, impede or delay the performance of the Company of its obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby.

Section 5.5 Legal Proceedings. Except as set forth in Schedule 5.5 to this Agreement, there is no Proceeding and no tax, legal, administrative, or arbitration proceedings (collectively, “Legal Proceedings”), in each case, pending or threatened by any Person or Governmental Authority in writing, (a) against, relating to or affecting the Company or any Company Assets or (b) that challenges the validity of the Transactions or is seeking to prevent the consummation of the Transactions.

Section 5.6 Brokers. Except as set forth on Schedule 5.6, the Company does not have any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the Transactions for which the Members or the Company could become liable or obligated.

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ALL REPRESENTATIONS AND WARRANTIES OF PAR PACIFIC AND THE COMPANY IN THIS ARTICLE V SHALL EXPIRE EIGHTEEN (18) MONTHS AFTER THE CLOSING DATE; PROVIDED THAT THE PAR PACIFIC FUNDAMENTAL REPRESENTATIONS IN THIS ARTICLE V SHALL EXPIRE SIXTY (60) DAYS AFTER EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PAR PACIFIC

Par Pacific hereby represents and warrants to the Company (with respect to Section 6.1-Section 6.5 only) and to Alohi as at the Execution Date and, only with respect to the Par Pacific Fundamental Representations, as at the Closing Date the following:

Section 6.1 Organization; Existence. Each of Par Pacific and the Applicable Affiliate(s) is duly incorporated or formed, as the case may be, validly existing and in good standing under the Laws of the State of its incorporation or formation, as the case may be. Each of Par Pacific and the Applicable Affiliate(s) has all requisite power and authority to own and operate its property and to carry on its business as now conducted. Each of Par Pacific and the Applicable Affiliate(s) is duly licensed or qualified to do business as a foreign entity, and is in good standing, in all jurisdictions in which such qualification is required by Law, except where the failure to qualify or be in good standing would not have a material adverse effect on Par Pacific or such Applicable Affiliate.

Section 6.2 Authorization. Each of Par Pacific and the Applicable Affiliate(s) has all requisite organizational authorization, approvals and consents and full power and authority necessary to enter into and perform its obligations under this Agreement and/or each other Ancillary Agreement to which it is party, as applicable, to perform its obligations hereunder and/or thereunder, and to consummate the Transactions. The execution, delivery and performance by Par Pacific and each Applicable Affiliate of this Agreement and the Ancillary Agreements, as applicable, have been duly and validly authorized and approved by all necessary organizational action on the part of Par Pacific and such Applicable Affiliate. This Agreement has been, and the Ancillary Agreements will be at Closing, duly and validly executed and delivered by Par Pacific and the Applicable Affiliate(s). This Agreement and, when validly executed, the Ancillary Agreements, as applicable, constitute, or will constitute, as applicable, valid and binding obligations of Par Pacific and the Applicable Affiliate(s), enforceable against Par Pacific and the Applicable Affiliate(s) in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the rights of creditors generally, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Section 6.3 No Conflicts.

(a) The execution, delivery and performance by Par Pacific of this Agreement and the consummation of the Transactions do not (i) conflict with or result in a breach of any provisions of the organizational documents or other governing documents of Par Pacific, (ii) result in the creation of any Liens (other than Permitted Liens) on any Units, (iii) conflict with or result

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in a violation or breach of, result in (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration under any Material Contract to which any Units are subject (except for this Agreement) or (iv) violate any Law applicable to any Units, other than, in the case of clauses (iii) and (iv), such conflicts, breaches, defaults, violations or rights that would not, individually or in the aggregate, prevent, or materially impair, impede or delay the ability of any the performance by Par Pacific, its Affiliates or the Company of their obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby.

(b) The execution, delivery and performance by Par Pacific of this Agreement and the consummation of the Transactions do not (i) conflict with or result in a breach of any provisions of the organizational documents or other governing documents of Par Pacific, (ii) result in the creation of any Liens (other than Permitted Liens) on any Contributed Assets or Company Assets, (iii) conflict with or result in a violation or breach of, result in (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration under any Material Contract to which Par Pacific is a party or by which any Contributed Assets, Company Assets or Ancillary Assets are bound (except for this Agreement) or (iv) violate any Law applicable to Par Pacific or any Contributed Assets, Company Assets, Ancillary Assets, other than, in the case of clauses (ii), (iii) and (iv), such Liens, conflicts, breaches, defaults, violations or rights that would not (x) be Material, or (y) reasonably be expected to prevent, or materially impair, impede or delay the performance of Par Pacific of its obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby.

Section 6.4 Litigation.

(a) Except as set forth in Schedule 6.4 to this Agreement, there is no Legal Proceeding pending, or threatened in writing, against, relating to or affecting Par Pacific or the Company that challenge the validity of the Transactions or is seeking to prevent the consummation of the Transactions, and Par Pacific is not bound by any Order (except with respect to the Contributed Assets, which is addressed in the below Section 6.4(b)), except, in each case, as would not, individually or in the aggregate, prevent, or materially impair, impede or delay the ability of any the performance by Par Pacific, its Affiliates or the Company of their obligations under this Agreement or any other Ancillary Agreement prior to the Closing or the consummation of the transactions contemplated hereby and thereby.

(b) Except as set forth in Schedule 6.4 to this Agreement, there is no Legal Proceeding pending, or threatened in writing, against, relating to or affecting Par Pacific or any Contributed Assets, except, in each case, as would not be Material. Neither Par Pacific, in respect of the Contributed Assets, nor any Contributed Assets are bound by any Order.

Section 6.5 Brokers. Except as set forth on Schedule 6.5, Par Pacific represents and warrants to the Company and Alohi that Par Pacific has no liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the Transactions for which the Company or Alohi could become liable or obligated.

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Section 6.6 Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws. Except as set forth on Schedule 6.6, Par Pacific represents and warrants that (a) each of Par Pacific and the Company is in compliance with the Anti-Corruption Laws and Anti-Money Laundering Laws applicable to it, including the FCPA and in all material respects with any other Laws applicable to it; (b) neither the Company nor any of its Representatives and/or Affiliates involved in activities carried out in the interest and/or on behalf of the Company engage in any activity, practice or conduct that constitutes a violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; (c) Par Pacific and its Affiliates have in place appropriate policies for assessing, monitoring and combatting the risk of breaching Anti-Corruption Laws and Anti-Money Laundering Laws; (d) there has not been any written notice of any material violation or alleged material violation of any applicable Law with respect to the Contributed Assets and (e) except as disclosed on Schedule 6.6, there is no written notice given to Par Pacific of any investigation by any Governmental Authority for non-compliance with any applicable Law with respect to the Contributed Assets nor, to the Knowledge of Par Pacific, is there any such investigation ongoing for which it has not received written notification, with respect to each of clauses (a) through (e), except as would not have a material adverse effect on the Business or the Company.

Section 6.7 Capitalization; Rights to Acquire Equity. At the Closing, the Alohi Units will have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued to Alohi, free and clear of any Liens (other than restrictions on transfer under the Amended and Restated LLC Agreement or under state or federal securities laws). Upon such issuance of the Alohi Units in accordance with the terms of this Agreement, Alohi will have the rights and obligations of a Member under the Amended and Restated LLC Agreement. Except for the Existing Units, there are no issued and outstanding units or other Equity Interests in the Company as of the date hereof and as of no time immediately prior to Closing. There are no outstanding (a) securities of the Company convertible into or exchangeable for shares of capital stock, units or voting securities of, or any other Equity Interests in, the Company, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, relating to issued or unissued capital stock, units or other Equity Interests in the Company, (c) options or other rights of the Company to acquire from Par Pacific, or obligation of the Company to issue, any shares of capital stock or unit or voting securities of, or any other Equity Interests in, the Company or any securities convertible into or exchangeable for such shares of capital stock or unit or voting securities or any other Equity Interests, other than pursuant to this Agreement, (d) equity equivalents or other similar rights of or with respect to the Company, or (e) obligations of the Company to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, units or rights.

Section 6.8 Absence of Certain Changes and No Undisclosed Liabilities.

(a) Except in connection with (a) its formation and organization, (b) the negotiation and execution of this Agreement and the Transactions contemplated hereby, and (c) the entry in the Contracts set forth on Schedule 6.8, the Company has not engaged in any business activities or acquired or owned any Assets since its formation under the Act.

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(b) Neither the Company nor Par Pacific (with respect to the Contributed Assets) has any Material Liabilities that would be required to be reflected in, reserved against or otherwise described in a balance sheet (or notes thereto) prepared in accordance with GAAP, other than (i) Liabilities incurred in the Ordinary Course of Business since the formation of the Company or pursuant to the Contracts set forth on Schedule 6.8 (other than as a result of a breach of such Contracts), (ii) Liabilities incurred in the transactions contemplated by this Agreement, and (iii) Excluded Liabilities.

Section 6.9 Environmental Matters. Except as set forth on Schedule 6.9:

(a) Except for matters that relate to an Excluded Liability, to the Knowledge of Par Pacific:

(b) To the Knowledge of Par Pacific, Par Pacific and the Company have Made Available to Alohi all material environmental documentation (including environmental site assessment reports, permits and permit applications, and assessments of wetlands, protected species, or other environmental conditions of the Contributed Assets) or other material documentation in the possession or control of Par Pacific or the Company that concerns compliance of the Company and the Contributed Assets with Environmental Laws or Liabilities associated with the environmental condition, ownership or operation of the Contributed Assets, the Company or the Business, in each case, other than Privileged Materials or such documentation or other materials to the extent relating to (i) Excluded Liabilities and (ii) any matter in respect of which the Company has not incurred, or is not reasonably expected to incur, liability.

Notwithstanding anything in this Agreement to the contrary, this Section 6.9 are the sole and exclusive representations and warranties of Par Pacific and the Company in this Agreement that relate to Environmental Laws and other environmental matters.

Section 6.10 Subsidiaries. The Company does not have, and has never had, any Subsidiaries and does not own (and has never owned) Equity Interests in any other Person.

Section 6.11 Labor and Employee Benefits.

(a) The Company does not have, and has never had, any employees or individual service providers;

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(b) The Company does not sponsor, maintain, contribute to (or in each case have done so), have or had an obligation to contribute to, or have or had any Liability with respect to any Benefit Plan (including as an ERISA Affiliate);

(c) The Company is not contractually or otherwise obligated (whether or not in writing) to provide any Person with compensation or benefits upon retirement or termination of employment or other service;

(d) The Company is not a party to (and on the Closing Date, will not be subject to) any collective bargaining agreement or other contract with a labor union or similar representative of employees, and there have been no pending, or to the Knowledge of Par Pacific, threatened organizing activities involving the Company; and

(e) To the Knowledge of Par Pacific, no event or condition exists that would reasonably be expected to give rise to Liability of or a claim by employees or former employees of Par Pacific or its Affiliates (including dependents and spouses) against the Company or any Company Assets or Contributed Assets after the Closing under any workers’ compensation or other labor or employment laws.

Section 6.12 Taxes.

(a) All Asset Tax Returns with respect to material Asset Taxes have been duly and timely filed. All material Asset Taxes (whether or not shown on any Asset Tax Return) have been duly and timely paid. The Company is, and has been, since its date of its formation, properly classified as an entity disregarded as separate from its owner for U.S. federal Income Tax purposes.

(b) No waivers of statutes of limitations or extensions of time with respect to an Asset Tax assessment or deficiency have been given or requested. No claim has been made by any Governmental Authority in a jurisdiction where Par Pacific or the Company does not file Tax Returns that Par Pacific or the Company, as applicable, is or may be subject to Taxes in that jurisdiction.

(c) The Company has complied in all material respects with applicable Laws relating to withholding and reporting of Taxes.

(d) There are no currently proposed or pending adjustments by any Governmental Authority in connection with any Asset Taxes. All deficiencies asserted, or assessments made, against any Person with respect to the Contributed Assets as a result of any examinations by any Governmental Authority have been fully paid.

(e) All Tax Returns required to be filed by the Company have been duly and timely filed. All Taxes required to have been paid by the Company (whether or not shown on any Tax Return) have been duly and timely paid in all material respects. There are no currently proposed or pending adjustments by any Governmental Authority in connection with any Taxes paid by the Company.

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(f) The Company is not a party to a Tax allocation or sharing agreement or similar arrangement (other than a contract entered into in the ordinary course of business the primary purposes of which does not relate to Taxes.

(g) Par Pacific and its Affiliates have taken no action inconsistent with (or as required by the Code and Treasury Regulations to) the Company becoming a newly-formed partnership for U.S. federal and applicable state income tax purposes at the time of the Alohi Capital Contribution.

Section 6.13 Material Contracts. Schedule 6.13 sets forth a list of all Material Contracts and complete and accurate copies of each Material Contract (including any amendments, supplements or other modifications thereto) have been Made Available to Alohi. Each Material Contract is in full force and effect and constitutes a legal, valid and binding agreement (assuming the due authorization, execution and delivery by each other party thereto), enforceable in accordance with its terms, of Par Pacific, its applicable Affiliate or the Company and, to the Knowledge of Par Pacific, of each other party thereto, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles. With respect to each Material Contract, (a) none of Par Pacific, any of its Affiliates or the Company is, and no event has occurred that would reasonably be expected to result, in material breach thereof or material default thereunder (with notice or lapse of time or both), (b) to the Knowledge of Par Pacific, no other party to such Material Contract is, and no event has occurred that would reasonably be expected to result, in material breach thereof or material default thereunder (with or without notice or lapse of time or both), and (c) none of Par Pacific, any of its Affiliates and the Company has received any written request, claim or threat to terminate or amend any such Material Contract.

Section 6.14 Title to Assets.

(a) On the date hereof, Par Pacific or its applicable Affiliates, owns and has good and valid title to each of the Contributed Assets that is movable property, including each of the Contributed Refinery Process Units and the Contributed Improvements and Personalty, free and clear of all Liens other than Permitted Liens. On the Closing Date and immediately prior to effective time of the Assignment, Par Pacific will have good and valid title to each of the Contributed Assets that is movable property, including each of the Contributed Refinery Process Units and the Contributed Improvements and Personalty, free and clear of all Liens other than Permitted Liens. Except as otherwise contemplated in this Agreement, the Company will obtain good and valid title to each of the Contributed Assets that is moveable property, free and clear of all Liens other than Permitted Liens.

(b) Par Pacific or its Affiliates owns and has good and valid title to each of the Ancillary Assets that is moveable property or the valid right to use such assets.

(c) Except as set forth on Schedule 6.14(c), the Company does not own and has not owned any Assets. The Company owns and has good, valid and transferrable title to each of the Company Assets, free and clear of all Liens other than Permitted Liens.

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Section 6.15 Intellectual Property.

(a) Except as set forth on Schedule 6.15(a) Par Pacific owns or has valid licenses to use all material Contributed Intellectual Property Rights used by it in the Ordinary Course of Business, except to the extent the failure to be the owner or the valid licensee thereof would not have a material adverse effect on the Business or the Company. Except as set forth on Schedule 6.15(a), (i) to the Knowledge of Par Pacific, the material Contributed Intellectual Property Rights used by Par Pacific and the material Company Intellectual Property Rights are not the subject of any challenge received by Par Pacific or any of its Affiliates or the Company in writing and (ii) none of Par Pacific, its Affiliates and the Company has received any written notice of any default or any event that with notice or lapse of time, or both, would constitute a default under any material Contributed Intellectual Property Right or the material Company Intellectual Property Rights that is a license to which Par Pacific or the Company, as applicable, is a party or by which it is bound.

(b) The Company owns or has valid licenses to use Intellectual Property Rights pursuant to the license agreements listed on Schedule 6.15(b) (“Company Intellectual Property Rights”) in the Ordinary Course of Business.

Section 6.16 Condition of Assets. (1) Each of the Contributed Refinery Process Units, the Contributed Improvements and Personalty, the Company Assets and the Ancillary Assets (each, an “Applicable Asset”) is under construction and, to the Knowledge of Par Pacific, there are no functional or operational issues affecting adversely any Applicable Asset, except as would not have a Company Material Effect. To the Knowledge of Par Pacific, each Applicable Asset, to the extent the construction of such asset has completed, is (a) being maintained in accordance with Good Industry Practices, (b) in good operating condition and repair, ordinary wear and tear excepted and (c) adequate and suitable for the purpose for which such asset is currently being used in connection with the Business, except, in each case, as would not have a Company Material Effect. (2) To the Knowledge of Par Pacific, as of the Execution Date, with respect to any Applicable Asset for which construction has not been completed as of such date, there are and have been no issues or changes in circumstances that would reasonably be expected to, individually or in the aggregate, materially adversely affect (x) the expected cost to complete construction of the Renewable Fuels Facility to the Commercial Operation Date and (y) the Company’s ability to complete construction of the Renewable Fuels Facility on or prior to the Anticipated Commercial Operations Date (as defined in the Construction Management Agreement); provided, however, that this Section 6.16(2) shall not be deemed to be breached if ▇▇▇▇▇ has Knowledge of such issues or changes in circumstances as of the Execution Date.

Section 6.17 Sufficiency of Assets. To the Knowledge of Par Pacific, on the Closing Date, including after giving effect to the transactions contemplated by Section 10.7, and assuming receipt of all Required Consents and Required Approvals and achievement of the Commercial Operation Date, the Contributed Assets and the Company Assets will, taking into account the Ancillary Assets, the PHR Services and Products and all products and services to be provided to Company pursuant to the Commercial Agreements, collectively constitute all assets, properties, rights and interests reasonably necessary for the conduct of the Business as it is contemplated to be conducted on the date hereof; provided, however, that nothing in this Section 6.19 shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of cash or

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working capital (or the availability of the same) or as to the sufficiency of any assets of the type included in the definition of “Excluded Assets,” nor shall this Section 6.19 be construed as a guaranty of future performance or of any forecasts or projections, all of which are expressly disclaimed; and provided further, that this Section 6.17 shall not be deemed to be breached as a result of any action that Par Pacific or the Company is required or permitted to take pursuant to this Agreement, or which Alohi requested or consented to.

Section 6.18 Affiliate Transactions. No natural Person who is a director, manager, officer, employee, agent or other representative of Par Pacific or its Affiliates is a party to any Assumed Contract in their capacity as a natural Person.

Section 6.19 TID U.S. Business. The Company is not a “TID U.S. business” as defined in 31 C.F.R. § 800.248.

Section 6.20 Permits. Except as set forth on Schedule 6.20: (a) Par Pacific has Made Available to Alohi a true and correct copy of each material Permit held by the Company, that is a material Contributed Permit or that is held by Par Pacific or an applicable Affiliate thereof and material to the operation of the Contributed Assets and Business as contemplated to be operated on the date hereof (collectively, the “Material Permits”). (b) Each of Par Pacific, its applicable Affiliates and the Company, as applicable, is in compliance with its obligations under each Material Permit and, to Par Pacific’s Knowledge, each Material Permit is in full force and effect, in each case, in all Material respects. (c) None of Par Pacific, any of its Affiliates or the Company has received written notice of, and to Par Pacific’s Knowledge, no action has been taken or proposed by any Governmental Authority to effect, the renewal, expiration, rescission or other material adverse modification of any Material Permit.

Section 6.21 Compliance with Laws. Except as set forth on Schedule 6.21 (i) neither Par Pacific nor the Company is in violation of or in default, in each case in all Material respect, under any Law applicable to the Company, any Company Assets or any Contributed Assets; (ii) neither Par Pacific nor the Company has received any written notice, charge or assertion of any material violation of any Law applicable to the Company, any Company Assets or any Contributed Assets; and (iii) to Par Pacific’s Knowledge, no event has occurred or circumstance or condition exists that would reasonably be expected to constitute or result in a material violation of any Law or Material Permit applicable to the Company, any Company Assets or any Contributed Assets.

Section 6.22 Bankruptcy. There are no bankruptcy, insolvency, reorganization, receivership or similar proceedings pending against, being contemplated by or, to the Knowledge of Par Pacific, threatened against, Par Pacific or any of its Affiliates.

Section 6.23 Real Property.

(a) With respect to the Licensed Land, PHR has good and indefeasible fee simple title to the Licensed Land, including in and to any and all appurtenances, strips or gores, roads, easements, streets and rights-of-way bounding the Licensed Land, in each case, free and clear of all Liens (except Permitted Liens) as of the Closing Date. The Licensed Land is adequate to permit the operation of the Business.

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(b) Par Pacific or PHR has delivered to the Company copies of all documents in Par Pacific’s or PHR’s possession pertaining to the development, ownership, or operation of the Licensed Land, including but not limited to, all existing owner title insurance policies and title commitments (and legible copies of all documents referenced in such title policies and title commitments), any existing survey(s) of the Licensed Land, studies, tests, data and assessments, any documentation regarding water, sanitary sewer, gas and other utilities serving the Licensed Land, utility information pertaining to the Licensed Land, engineering studies and plans, and ad valorem Tax notices and receipts.

(c) There are no expropriation, condemnation, eminent domain, re-zoning or other proceedings, either instituted or, to the Knowledge of Par Pacific or PHR, planned to be instituted, by a Governmental Authority that would affect the Licensed Land or any part thereof, nor has Par Pacific or PHR received notice of any pending special assessment or reassessment proceedings by a Governmental Authority affecting any portion of the Licensed Land which propose to impose new special or increased assessments upon the Licensed Land or any portion thereof. Neither Par Pacific or PHR has received notice of any proposals, plans, studies, or investigations of any Governmental Authority which has or could reasonably be expected to affect the Licensed Land. Neither Par Pacific nor PHR has received notice of any material disputes relating to any portion of the Licensed Land nor of any pending, or threatened, condemnation or similar proceeding affecting any portion of the Licensed Land. There are no deferred water, sewer or other charges pertaining to the Licensed Land.

(d) To the Knowledge of Par Pacific, the Licensed Land has valid and legal access to all utilities, including electricity, sanitary and storm sewers, potable water, and utilities, in each case, to the extent necessary for the proposed operation of the Business on the Licensed Land after the Closing. To the Knowledge of Par Pacific, no fact or condition exists which is reasonably likely to result in the termination or reduction of the current access from the Licensed Land to existing utilities presently serving the Licensed Land that would adversely impact the use of the Licensed Land.

(e) Neither Par Pacific nor PHR has granted any outstanding options, rights of first refusal, rights of first offer, rights of reverter or other third party rights to purchase or lease any of the Licensed Land or any portion thereof or interest therein, other than leases or other rights that have expired by their terms. To Knowledge of Par Pacific or PHR, there are no unregistered or unrecorded Liens, easements, restrictions, covenants, licenses, servitudes or other matters affecting the Licensed Land.

(f) To the Knowledge of Par Pacific and PHR, none of the Licensed Land or improvements thereon contravenes or violates any building code, zoning by-law or other Law applicable to the Licensed Land, or any administrative, regulatory, occupational safety and health or other Law applicable to the Licensed Land (whether or not permitted on the basis of prior nonconforming use, waiver or variance), and, other than Permitted Liens, none of the Licensed Land serves any adjoining or other real property for any purpose or is subject to any restrictions relating to flood zoning or conservation authority limiting use of the Licensed Land in any material respect, in each case, that would, individually or in the aggregate, reasonably be expected to be materially adverse to the operation of the business of the Company after the Closing. Neither Par Pacific nor PHR has received written notice that the Licensed Land or any improvements thereon contravenes or violates any building or zoning Laws applicable to the Licensed Land, or any administrative, occupational safety and health or other Law applicable to the Licensed Land, in each case, that would adversely impact the use or occupation of such Licensed Land in any material respect.

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Section 6.24 Disclaimers; Reliance.

(a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V AND THIS ARTICLE VI, PAR PACIFIC DOES NOT MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PAR PACIFIC, THE CONTRIBUTED ASSETS OR THE TRANSACTIONS, AND PAR PACIFIC DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY PAR PACIFIC OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES, AND GUARANTEES CONTAINED IN ARTICLE V AND THIS ARTICLE VI (AS MODIFIED BY THE SCHEDULES HERETO AS SUPPLEMENTED OR AMENDED), PAR PACIFIC HEREBY DISCLAIMS ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED PRIOR TO THE EXECUTION DATE OR CLOSING DATE (ORALLY OR IN WRITING) TO ALOHI, THE COMPANY OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ALOHI OR THE COMPANY BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF PAR PACIFIC OR ANY OF ITS AFFILIATES). ALOHI (X) HAS HAD AN OPPORTUNITY TO DISCUSS THE BUSINESS, COMPANY’S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS WITH ITS MANAGEMENT AND TO REVIEW AND INSPECT THE CONTRIBUTED ASSETS (Y) IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IS RELYING SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY AND SPECIFICALLY SET FORTH HEREIN, AS QUALIFIED BY ANY DISCLOSURE SCHEDULES, AND (Z) EXCEPT AS OTHERWISE PROVIDED IN ACKNOWLEDGES, WITH RESPECT TO ANY PROJECTIONS, FORWARD-LOOKING STATEMENTS AND OTHER FORECASTS AND CERTAIN BUSINESS PLAN INFORMATION THAT ALOHI MAY HAVE RECEIVED FROM PAR PACIFIC OR ITS AFFILIATES, THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH ESTIMATES, PROJECTIONS, AND OTHER FORECASTS AND PLANS, AND THAT ALOHI IS FAMILIAR WITH SUCH UNCERTAINTIES AND IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUECY AND ACCURACY OF ALL ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (IF ANY) SO FURNISHED TO IT (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SAME). ALOHI AND THE COMPANY (COLLECTIVELY, THE “WAIVING PARTIES”) ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE PROVIDED IN ARTICLE V OR THIS ARTICLE VI,

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THE CONTRIBUTED ASSETS ARE BEING CONTRIBUTED TO THE COMPANY BY PAR PACIFIC “AS IS”, “WHERE IS”, WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING TO WARRANTIES OF CONDITION. THE WAIVING PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE PROVIDED IN ARTICLE V OR THIS ARTICLE VI, PAR PACIFIC HAS MADE NO REPRESENTATION, WARRANTY OR GUARANTY, EXPRESS OF IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OF FUTURE, OF, AS TO, OR INCLUDING: (A) THE CONDITION OR STATE OF REPAIR OF THE CONTRIBUTED ASSETS, INCLUDING ANY CONDITION ARISING IN CONNECTION WITH THE GENERATION, USE, TRANSPORTATION, STORAGE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES (WHICH INCLUDES ALL SUBSTANCES LISTED AS SUCH BY APPLICABLE LAW, ALL POLLUTANTS OR CONTAMINANTS, WHETHER HARMFUL OR NOT, PETROLEUM AND NATURAL GAS AND THEIR COMPONENTS AND DISTILLATES, ASBESTOS AND NATURALLY-OCCURRING BUT HARMFUL SUBSTANCES SUCH AS METHANE OR RADON) ON, IN, UNDER, ABOVE, UPON OR IN THE VICINITY OF THE LAND; (B) THE QUALITY, QUANTITY, PERFORMANCE, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE CONTRIBUTED ASSETS, INCLUDING TO, THE STRUCTURAL ELEMENTS, APPURTENANCES, ACCESS, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, PLUMBING, SEWAGE, AND UTILITY SYSTEMS AND FACILITIES; (C) THE QUALITY, QUANTITY, PERFORMANCE, NATURE, ADEQUACY OF SOIL COMPACTION, GRADING AND DRAINAGE; (D) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITIONS OF UTILITIES SERVING THE CONTRIBUTED ASSETS; (E) THE DEVELOPMENT POTENTIAL OF THE CONTRIBUTED ASSETS, THEIR MERCHANTABILITY, (F) THE ZONING OR OTHER LEGAL STATUS OF THE LAND; (G) THE CONTRIBUTED ASSETS’ COMPLIANCE WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS, AND RESTRICTIONS OF ANY GOVERNMENTAL AUTHORITY OR OF ANY OTHER PERSON; (H) THE QUALITY OF ANY MATERIALS COMPRISING THE CONTRIBUTED ASSETS; AND (I) THE CONDITION OF TITLE AND THE NATURE, STATUS AND EXTENT OF ANY LAND, SERVITUDE, PERMIT, RIGHT-OF-WAY, LEASE OR SUBLEASE, RIGHT OF REDEMPTION, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, COVENANT, CONDITION, RESTRICTION, AND ANY OTHER MATTER AFFECTING TITLE. ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO THE CONTRIBUTED ASSETS, ARE HEREBY DISCLAIMED BY PAR PACIFIC AND ARE HEREBY EXPRESSLY WAIVED BY WAIVING PARTIES.

(b) ALL REPRESENTATIONS AND WARRANTIES OF PAR PACIFIC SET FORTH IN THIS ARTICLE VI SHALL EXPIRE EIGHTEEN (18) MONTHS AFTER THE CLOSING DATE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.12 (TAXES) AND THE PAR PACIFIC FUNDAMENTAL REPRESENTATIONS, WHICH SHALL EXPIRE SIXTY (60) DAYS AFTER THE APPLICABLE STATUTE OF LIMITATIONS.

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ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF ALOHI

Alohi hereby represents and warrants to the Company and to Par Pacific as of the Execution Date and, only with respect to the Alohi Fundamental Representations, the Closing Date the following:

Section 7.1 Organization; Existence. Alohi is duly formed, validly existing and in good standing under the Laws of the State of its formation. Alohi has all requisite power and authority to own and operate its property and to carry on its business as now conducted. Alohi is duly licensed or qualified to do business as a foreign entity, and is in good standing, in all jurisdictions in which such qualification is required by Law, except where the failure to qualify or be in good standing would not have a material adverse effect on Alohi.

Section 7.2 Authorization. Alohi has all requisite organizational authorization, approvals and consents and full power and authority necessary to enter into and perform its obligations under this Agreement and the other Ancillary Agreements, as applicable, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance by ▇▇▇▇▇ of this Agreement and the Ancillary Agreements, as applicable, have been duly and validly authorized and approved by all necessary organizational action on the part of Alohi. This Agreement and the Ancillary Agreements, as applicable, constitute valid and binding obligations of Alohi and enforceable against Alohi in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the rights of creditors generally, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Section 7.3 No Conflicts. The execution, delivery and performance by ▇▇▇▇▇ of this Agreement and the consummation of the Transactions do not (i) conflict with or result in a breach of any provisions of the organizational documents or other governing documents of Alohi, (ii) conflict with or result in a violation or breach of, result in (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material contract to which Alohi is a party or by which Alohi or its assets are bound (except for this Agreement) or (iv) violate any Law applicable to Alohi, except in each case where such failure to obtain consent or provide notice, conflict, breach, default, termination, cancellation, acceleration or violation would not have a material adverse effect on Alohi or Alohi’s ability or rights to perform its obligations under this Agreement.

Section 7.4 Litigation. There is no Legal Proceeding pending, or threatened in writing, against Alohi or challenge the validity of the Transactions or is seeking to prevent the consummation of the Transactions, and ▇▇▇▇▇ is not bound by any Order, except where such Legal Proceeding or Order would not have a material adverse effect on Alohi or Alohi’s ability or rights to perform its obligations under this Agreement.

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Section 7.5 Investment Intent. Alohi is and will be acquiring the Alohi Unit in the Company for investment purposes only for Alohi’s own account and not with a view to the distribution, reoffer, resale, or other disposition not in compliance with the Securities Act and applicable state securities laws and Alohi is aware that Alohi must bear the economic risk of Alohi’s investment in the Company for an indefinite period of time because the Units have not been registered under the Securities Act or under the securities laws of any state, and, therefore, such Units cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration is available.

Section 7.6 Brokers. Alohi represents and warrants to the Company and Par Pacific that Alohi has no liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the Transactions for which the Company or Par Pacific is liable or obligated.

Section 7.7 Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws. Alohi represents and warrants that (a) each of Alohi and its members is in compliance with the Anti-Corruption Laws and Anti-Money Laundering Laws applicable to it, including the FCPA and in all material respects with any other Laws applicable to it; and (b) Alohi and its Affiliates have in place appropriate policies for assessing, monitoring and combatting the risk of breaching Anti-Corruption Laws and Anti-Money Laundering Laws, with respect to each of clauses (a) through (b), except as would not have a material adverse effect on the Business or the Company.

Section 7.8 Disclaimers; Reliance.

(a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE VII, ▇▇▇▇▇ DOES NOT MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ALOHI OR THE TRANSACTIONS, AND ALOHI DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ALOHI OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE VII, ALOHI HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED PRIOR TO THE EXECUTION DATE AND CLOSING DATE (ORALLY OR IN WRITING) TO PAR PACIFIC OR THE COMPANY (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PAR PACIFIC, THE COMPANY OR THEIR AFFILIATES OR REPRESENTATIVES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ALOHI OR ANY OF ITS AFFILIATES).

(b) ALL REPRESENTATIONS AND WARRANTIES OF ALOHI SET FORTH IN THIS ARTICLE VII SHALL EXPIRE EIGHTEEN (18) MONTHS AFTER THE CLOSING DATE, EXCEPT FOR THE ALOHI FUNDAMENTAL REPRESENTATIONS, WHICH SHALL EXPIRE SIXTY (60) DAYS AFTER THE APPLICABLE STATUTE OF LIMITATION.

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ARTICLE VIII

TAX MATTERS

Section 8.1 Transfer Taxes. In the event that any transfer, documentary, sales, use, stamp, registration and other similar Taxes, if any, and any conveyance fees, recording charges and other similar fees and charges are incurred, including penalties and interest, in connection with the transactions described in Section 2.1 (“Transfer Taxes”), Par Pacific shall pay such Transfer Taxes. The Parties will cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes.

Section 8.2 Allocation of Certain Taxes. Par Pacific shall be allocated and bear all Taxes (including Asset Taxes and Income Taxes, if any) of the Company arising on account of the ownership or operation of the Contributed Assets, in each case, for any Tax period (or portion thereof) ending on or prior to the Closing Date, and the Company shall be allocated and bear all Taxes (including Asset Taxes and Income Taxes) of the Company arising on account of the ownership or operation of the Contributed Assets, in each case, for any Tax period (or portion thereof) beginning after the Closing Date. For purposes of allocating any Taxes that are assessed for any Straddle Period, Taxes that are (i) based upon or related to income or receipts or imposed on a transactional basis shall be allocated to the portion of the Straddle Period in which the transaction giving rise to such Taxes occurred and (ii) ad valorem, property or other Taxes imposed on a periodic basis shall be allocated by assuming that an equal portion of such ad valorem, property or other Taxes for the entire Straddle Period are allocable to each day in such Straddle Period.

Section 8.3 Tax Treatment. The Parties intend that, for U.S. federal Income Tax purposes, the Alohi Capital Contribution and the contribution by Par Pacific of the Contributed Assets be treated as (A) the formation of the Company as a newly-formed partnership pursuant to Rev. Rul. 99-5, 1999-1 C.B. 434, Situation 2, in which Alohi and Par Pacific will be the sole partners, (B) in the case of Alohi, a contribution of the Alohi Capital Contribution to such newly-formed partnership pursuant to Section 721(a) of the Code, and (C) in the case of Par Pacific, a contribution of the Contributed Assets to such newly-formed partnership pursuant to Section 721(a) of the Code (subject to any liabilities assumed by such newly-formed partnership with respect to the Contributed Assets). For purposes of clause (C) of the preceding sentence, the Parties agree that (x) any distribution of the Alohi Capital Contribution to Par Pacific pursuant to Section 4.2 of the Amended and Restated LLC Agreement shall be treated as a reimbursement of preformation capital expenditures pursuant to Treasury Regulations Section 1.707-4(d) and (y) any assumed liabilities shall be treated as “qualified liabilities” within the meaning of Treasury Regulations Section 1.707-5(a)(6)(i), in each case to the maximum extent permitted by Law. The Parties shall not take any position that is inconsistent with the foregoing Tax treatment for any Tax purpose or in any Tax context, including in the preparation and filing of any Tax Return, the defense of any audit, examination or other Tax-related proceeding, or otherwise.

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ARTICLE IX

LIMITATIONS ON LIABILITY AND INDEMNITY

Section 9.1 Limited Waiver of Monetary Damages. With respect to each Party, except for Losses:

(i) in the case of Par Pacific only, based upon or resulting from the Excluded Liabilities,

(ii) based upon or resulting from the failure of any of the representations or warranties made by such Party in this Agreement to be true and correct,

(iii) based upon or resulting from the breach of any covenant of such Party under this Agreement,

(iv) in the case of Par Pacific only, that arise from the Contributed Assets, including Assumed Liabilities arising from the Contributed Assets, that constitute Construction Related Costs, to extent (x) such Losses are incurred other than in the Ordinary Course of Business and actually incurred and payable prior to the Commercial Operation Date and (y) such Losses are costs or expenses incurred in the Ordinary Course of Business, such costs or expenses are actually incurred prior to the Commercial Operation Date, and

(v) in the case of Par Pacific only, that arise out of or are asserted by or on behalf of any employee of Par Pacific or any of its Affiliates or their respective Representatives in connection with the performance of Par Pacific’s covenants during the Interim Period under this Agreement, including (A) any injury, illness or death sustained by such employee in the course of performing such obligations or (B) any claim related to salary, wages, compensation, benefits, employment taxes, wrongful termination, discrimination, harassment or any other employment-related matter arising from or in connection with the performance of such obligations;

(collectively “Indemnifiable Losses”),

such Party shall not have any liability or obligation for any breach of this Agreement except that each other Party may specifically enforce such Party’s covenants in this Agreement; provided, that Par Pacific shall be liable for any Indemnifiable Loss under Section 9.1(ii), (iii), (iv) or (v) with respect to the Company in accordance with the remaining provisions of this Article IX; provided, however, that, (in addition to the right seek specific enforcement in accordance with the last sentence of this paragraph) any Alohi Indemnitee’s sole and exclusive remedy with respect to any Indemnifiable Loss under Section 9.1(iii) based upon or resulting from Par Pacific’s Gross Negligence in breach of any covenants set forth in Section 10.2(a)(i)- (iv) or Willful Misconduct in breach of any covenant under this Agreement shall be (A) to require such breach to be cured within a reasonable period of time and (B) if such breach is not cured within such time, the applicable indemnification provided under Section 9.2(a), and Alohi Indemnitee shall have no other claim or remedy under contract, at law or in equity, which Alohi (on behalf of itself and the other Alohi Indemnitees) hereby waives and disclaims, in respect thereof, which, for the avoidance

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of doubt, does not waive any conditions to Alohi’s obligations to complete the Transaction set forth in Article XI or its right to terminate this Agreement in accordance with Article XII. In addition to claims for monetary damages with respect to any Indemnifiable Losses contemplated herein, during the applicable survival period expressly set forth herein, which shall be subject to the limitations in Section 9.3, each Party shall be entitled to seek specific enforcement of another Party’s respective covenants under this Agreement for breach of such covenants.

Section 9.2 Indemnity.

(a) Par Pacific hereby agrees to indemnify, defend, and hold harmless the Company, Alohi and its Affiliates, and their respective officers, successors, assigns, shareholders, members, directors, employees and agents (collectively, “Alohi Indemnitees”), from and against any and all Losses (whether as a Direct Claim or Third Party Claim), to the extent arising from, out of, or by reason of an Indemnifiable Loss under Section 9.1(i), or from a failure under Section 9.1(ii) or breach under Section 9.1(iii) in each case by the Company or Par Pacific, or under Section 9.1(iv) or Section 9.1(v).

(b) Notwithstanding anything to the contrary contained in this Article IX,

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(c) ▇▇▇▇▇ hereby agrees to indemnify, defend, and hold harmless the Company, Par Pacific, and their respective agents, affiliates, officers, successors, assigns, directors and employees (“Par Indemnitees”) from and against any and all Losses, to the extent arising from, out of, or by reason of an Indemnifiable Loss from a failure under Section 9.1(ii) or breach under Section 9.1(ii) by ▇▇▇▇▇. Alohi indemnification obligations under this Section 9.2(c) shall be subject to the same terms with respect to the Collective Indemnity Amounts set forth in Section 9.3(a) and the liability cap set forth in Section 9.3(b) below, applying mutatis mutandis only as limitation of Alohi’s liability. Alohi shall not be responsible under or in connection with this Agreement for any Indemnifiable Loss arising out of a grossly negligent or willful act or omission or misconduct, occurring on or after the Closing, by the Company or Par Pacific or any of their Affiliates or any third party retained by such parties.

Section 9.3 Limitation of Liability.

(a) Except for any breach of any Par Pacific Fundamental Representations, any breach of the representations and warranties set forth in Section 6.12 (Taxes) or arising from Par Pacific’s Fraud, any breach of covenants arising from Par Pacific’s Willful Misconduct, any breach of covenants set forth in Section 10.2(a)(i)-(iv) arising from Par Pacific’s Gross Negligence, the Excluded Liabilities, or any Indemnifiable Losses contemplated under Section 9.1(iv), which are not subject to the DeMinimis Threshold nor the Collective Indemnity Amount, Par Pacific shall not be obligated to indemnify the Alohi Indemnitees pursuant to Section 9.2(a) unless and until (i) the amount of Indemnifiable Losses for each individual Claim of indemnity made exceeds $100,000 (the “DeMinimis Threshold”), it being agreed and understood that, for the purpose of determining the DeMinimis Threshold, individual Claims of the same nature shall be considered as a single Claim and the value of such Claims shall be considered in aggregate as a single Claim, and (ii) the amount of all Indemnifiable Losses subject to indemnity pursuant to Section 9.2(a) subject to and above the DeMinimis Threshold exceeds One Million Dollars ($1,000,000) (the “Collective Indemnity Amount”), in which event the Alohi Indemnitees may recover all Indemnifiable Losses incurred.

(b) Except for (i) any breach of any Par Pacific Fundamental Representations, (ii) any breach of the representations or warranties set forth in Section 6.12 (Taxes) or arising from Par Pacific’s Fraud, (iii) any breach of covenants arising from Par Pacific’s Willful Misconduct, or any breach of covenants set forth in Section 10.2(a)(i)-(iv) arising from Par Pacific’s Gross Negligence, (iv) the Excluded Liabilities, (v) any Indemnifiable Losses contemplated under Section 9.1(iv) and (v) any breach of Section 2.3 (Commitment to Fund by Par Pacific), which shall not be subject to the cap set forth in this Section 9.3(b), in no event shall Par Pacific’s collective maximum aggregate liability under this Agreement for Indemnifiable Losses or any Claim made with respect to or in connection with this Agreement against Par Pacific exceed $27,400,000.

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(c) In no event shall any Indemnitee be entitled to duplicate compensation with respect to the same Indemnifiable Loss under more than one provision of this Agreement or the Ancillary Agreements. In accordance therewith, notwithstanding anything herein to the contrary, neither the Company nor any other Member shall have the right to, and shall not, make any claim against any Party hereunder in relation to an Indemnifiable Loss if any such Claim is made for the same breach against such Party or any of its Affiliates under the Amended and Restated LLC Agreement and/or any of the Commercial Agreements, provided that the Indemnitee shall be free to decide whether to raise the Claim under this Agreement or any of the Amended and Restated LLC Agreement and/or any of the Commercial Agreements, without duplication of indemnification.

(d) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE OR RESPONSIBLE TO ANY OTHER PARTY OR ITS AFFILIATES FOR ANY EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS OR REVENUES OR DIMINUTION IN VALUE INCURRED THEREBY THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, TORT OR STRICT LIABILITY, EXCEPT TO THE EXTENT ANY PARTY SUFFERS SUCH DAMAGES TO A THIRD PARTY, WHICH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH DEFENDING AGAINST SUCH DAMAGES) SHALL NOT BE EXCLUDED BY THIS PROVISION AS TO RECOVERY HEREUNDER. OTHER THAN IN THE CASE OF FRAUD, NO PARTY SHALL BE LIABLE, UNDER THIS AGREEMENT, FOR REPRESENTATIONS MADE OUTSIDE OF THIS AGREEMENT.

Section 9.4 Claims Process.

(a) In the event that, subject to the applicable survival period: (i) any Claim is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to an obligation of any Party (the “Indemnifying Party”) to indemnify any other Party or any related indemnitee (the “Indemnified Party”) under the terms of this Agreement (such Claim, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”), the Indemnified Party shall, as promptly as practicable but in no event later than thirty (30) days after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim (in each case, the “Claim Period”), provide written notice to the Indemnifying Party specifying the nature of such Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Losses involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by the Indemnified Party in the case of a Third Party Claim; provided, however, that the failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party of its obligations hereunder except to the extent that such Indemnifying Party is materially prejudiced by such failure.

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(b) In the event of a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim (provided that the Indemnifying Party provides notice of its election to assume such defense to the Indemnified Party within thirty (30) days of the Claim Notice) and be entitled to appoint counsel of the Indemnifying Party’s choice at the expense of the Indemnifying Party to represent the Indemnified Party in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to the Indemnified Party, acting reasonably. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in defending and contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party, in writing, within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Party disputes such claim.

Section 9.5 Guarantee of Obligations of the Company. Subject to the limitations set forth in this Agreement, Par Pacific hereby guarantees the performance of all obligations of the Company under in this Agreement.

Section 9.6 Exclusive Remedies. Other than with respect to any equitable remedies, the Parties acknowledge and agree that, following the Closing, the indemnification provisions in Article IX shall be the sole and exclusive remedies of any Alohi Indemnities and Par Indemnities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of any representation or warranty in this Agreement by Par Pacific, the Company or Alohi, respectively, or any failure by the Alohi, Par Pacific or the Company, respectively, to perform or comply with any covenant or agreement set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

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ARTICLE X

INTERIM COVENANTS

Section 10.1 Access. During the Interim Period, subject to this Section 10.1, Par Pacific shall afford Alohi and its Affiliates and its and their respective Representatives with reasonable access, during normal business hours, to (a) any Contributed Asset and any Company Asset (including any Material Contract or Material Permit) or any book, record or other information to the extent pertaining to the Company (other than any such book, record or other information that are Excluded Assets), (b) any officer or employee of Par Pacific or any of its Affiliates that has performed work in connection with Company or any Contributed Asset, and (c) the site of the Renewable Fuel Facility (the “Site”) to conduct reasonable searches and other reasonable investigations; provided no invasive activities or environmental sampling may be conducted without the prior written consent of Par Pacific, in its sole discretion. Alohi shall not unreasonably interfere with the business of Par Pacific, its Affiliates or the Company in connection with such access. Par Pacific shall have the right to accompany Alohi during such access. Alohi shall comply with the rules, regulations and instructions issued by Par Pacific, Company, or any of their respective Affiliates provided to Alohi reasonably in advance of any visit to Par Pacific’s or Company’s property, including the Site regarding the actions of Alohi while upon, entering or leaving Par Pacific’s or Company’s property, including the Site. If Alohi exercises rights of access under this Section 10.1, or conducts searches, examinations, inspections or other investigations under this Section 10.1, then (x) such access, searches, examinations, inspections and investigations shall be at Alohi’s sole risk, cost and expense and Alohi releases all Losses against Par Pacific, Company and their respective Representatives (collectively the “Inspection Indemnitees”) arising in any way therefrom or in any way related thereto, or arising in connection with, the conduct of the Inspection Indemnitees, and (y) Alohi shall indemnify, defend and hold harmless the Inspection Indemnitees from any Losses arising out of or in connection with, Alohi or its Representatives’ access to searches, examinations, inspections or other investigations pursuant to this Section 10.1 or otherwise, except in each case to the extent arising from or relating to the Gross Negligence or Willful Misconduct of Par Pacific, the Company or any of their respective Affiliates. Notwithstanding anything in this Section 10.1 to the contrary, Alohi and its Affiliates shall not have greater access to the Site, Par Pacific, the Company or any of their respective Affiliates, or their and their respective Affiliates officers, employees and records than they would be permitted to have under the Ancillary Agreements. Nothing in this Section 10.1 shall obligate Par Pacific or the Company to provide any materials or information that is subject to attorney-client or other privilege or the provision of which would breach applicable Law or fiduciary duty. Notwithstanding the foregoing, but subject to the immediately following sentence, during the Interim Period, Par Pacific shall reasonably cooperate with Alohi and its Representatives to provide all material information (excluding, for the avoidance of doubt, any documents in draft form) related to the 2023 EPA Letter to the extent related to the Contributed Assets or the Renewable Fuels Facility and to any matter in respect of which the Company has incurred, or is reasonably expected to incur, liability, including any delivered correspondence, notices, or settlement communications. To the extent Par Pacific believes that any such materials are privileged or the disclosure of which is restricted by applicable law, the Parties shall work together in good faith and without delay to develop a mutually acceptable protocol—which may include provision of redacted materials, summaries prepared by counsel, “clean team” arrangements, or joint review sessions under common interest or joint defense agreements to the extent applicable—that enables Alohi and its Representatives to evaluate the matter and its potential impact on the Company, while preserving applicable privileges and complying with applicable law. Par Pacific shall make available its legal counsel to discuss the matter with ▇▇▇▇▇’s counsel at Alohi’s reasonable request.

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Section 10.2 Conduct of Business.

(a) During the Interim Period, except for actions required by applicable Law or this Agreement, the Intermediation Financing, the Reorganization in accordance with Section 10.7 or consented to in writing by Alohi (which consent shall not be unreasonably delayed, withheld or conditioned), Par Pacific shall, and shall cause Company or the applicable Affiliate of Par Pacific to, as applicable, (i) use commercially reasonable efforts to own and operate the Company Assets and the Contributed Assets in the Ordinary Course of Business in all material respects; (ii) use commercially reasonable efforts to maintain the Company Assets and the Contributed Assets in the Ordinary Course of Business and to keep available existing relationships with customers, suppliers and Governmental Authorities related to Company and the Business, in all material respects; (iii) use commercially reasonable efforts to perform work with respect to the engineering, construction and delivery of the Renewable Fuels Facility in accordance with applicable Law, Material Permits and Prudent Construction Practices; and (iv) provide Alohi with written notice of any known event after the Execution Date that would reasonably be expected to materially and adversely affect the Company, any Company Assets or the Contributed Assets; provided, however, that, notwithstanding the foregoing, Par Pacific shall have no obligation to take any action, or omit to take any action, contemplated in this Section 10.2(a) to the extent Par Pacific or the Company would not have an obligation to do so under the Amended and Restated LLC Agreement or other Ancillary Agreements after the Closing.

(b) During the Interim Period, except for the Intermediation Financing, the Reorganization in accordance with Section 10.7 and for actions required by applicable Law or this Agreement, or consented to in writing by Alohi (which consent shall not be unreasonably delayed, withheld or conditioned), Par Pacific shall not, and shall cause the Company or other applicable Affiliate not to, take any action that would have required Unanimous Board Approval under the Amended and Restated LLC Agreement or Alohi’s consent under any of the Commercial Agreements had such action been taken after the Closing.

Section 10.3 No Negotiation or Solicitation. During the Interim Period, except for the Transactions, Par Pacific shall not, and shall cause Company, PHR and their respective Affiliates and Representatives not to, directly or indirectly, approve, authorize, encourage, initiate, solicit, encourage, enter into or continue any negotiation, discussion, Contract or instrument, with any Person other than Alohi and its Affiliates, with respect to an Acquisition Proposal by such Person. Par Pacific shall provide notice to Alohi promptly (and in any event within four (4) Business Days) if Par Pacific, PHR or the Company receives any offer, solicitation, indication of interest, or proposal regarding an Acquisition Proposal. Par Pacific agrees that the rights and remedies for non-compliance with this Section 10.3 shall include having such provision specifically enforced by the courts as provided for in this Agreement, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Alohi and that money damages would not provide an adequate remedy to Alohi.

Section 10.4 Information Right. During the Interim Period, Par Pacific shall furnish Alohi with monthly financial information, operating reports and management reports as soon as reasonably available with respect to Company and the Contributed Assets in the form historically prepared; provided Par Pacific may, but shall have no obligation to, furnish such information, reports or other information, in a scope, frequency and depth that is greater that what Par Pacific or the Company would be required to so provide under the LLC Agreement or the other Ancillary Agreements after the Closing.

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Section 10.5 Effort to Close. Without limiting any other obligation under this Agreement, each Party shall use reasonable best efforts to take or cause to be taken all action necessary, proper or advisable to consummate the Transactions and to satisfy the conditions to the Closing set forth in Article XI to the extent its action can control or influence the satisfaction of such conditions, so that the Closing will occur on or before the Outside Date. Without limiting the generality of the foregoing, Par Pacific shall promptly send to the holder of each Required Consent a notice in compliance with the contractual provisions applicable to such Required Consent seeking such holder’s consent (or waiver thereof) to the transactions contemplated hereby.

Section 10.6 Required Regulatory Approvals.

(a) Without limiting the generality of Section 10.5, subject to the terms of this Section 10.6 (including Section 10.6(d)), each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to: (i) obtain all Required Regulatory Approvals; (ii) lift or rescind any Order adversely affecting or delaying the ability of the Parties to promptly consummate the Transactions; (iii) effect any necessary registrations and filings including filings and submissions of information required by any Governmental Authority that are material, including any national or multinational antitrust authorities with pre-merger filing requirements that are mutually agreed by the Parties to be applicable to the Transactions; and (iv) fulfill all conditions to this Agreement. The Parties further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect or delay the ability of the Parties to consummate the Transactions, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. The Parties hereto and their members shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals, including the Required Regulatory Approvals.

(b) In furtherance and not in limitation of the covenants of the Parties contained in this Section 10.6, but subject to Section 10.6(d), if any administrative or judicial action or proceeding by a Governmental Authority of competent jurisdiction is instituted in connection with the Required Regulatory Approvals or challenging the Transaction and the other transactions referenced by this Agreement, Alohi shall use its reasonable best efforts to (A) oppose fully and vigorously, including by defending through litigation, any such action or proceeding, (B) pursue vigorously all available avenues of administrative and judicial appeal and (C) seek to have vacated, lifted, reversed or overturned any judgment that is in effect that prohibits, prevents or restricts consummation of the transactions referenced by this Agreement, including in connection with the Required Regulatory Approvals. Par Pacific shall provide Alohi with all reasonable assistance, including providing it with all necessary information, to enable Alohi to fulfill its obligations set out in the previous sentence. Notwithstanding anything to the contrary contained in this Section 10.6(b) or elsewhere in this Agreement, none of Alohi, Par Pacific or any of their respective Affiliates shall be required to (and the Company and its Subsidiaries shall not, without the prior written consent of Par Pacific) take any action, or commit to take any action, that would be, or would reasonably be expected to be, individually or in the aggregate, burdensome to and materially disproportionate to the benefits reasonably expected to be derived by Alohi and its Affiliates from the consummation of the transaction, taking into account the size, scope, and strategic importance of the affected business operations.

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(c) The Parties will keep each other apprised of the status of matters relating to the completion of the Transactions and work cooperatively in connection with obtaining the Required Regulatory Approvals, including: (i) cooperating with the other Party in connection with filings with respect to any Required Regulatory Approvals, including, with respect to the Party or Parties making a filing, (A) providing copies of all such documents to the non-filing Party or Parties and its advisors prior to filing (other than documents containing confidential information that will be shared only with outside legal counsel to the non-filing Party or Parties), and (B) if requested, accepting all reasonable additions, deletions or changes suggested in connection with any such filing; (ii) furnishing to the other Parties all information required for any application or other filing to be made pursuant to any Required Regulatory Approvals; (iii) promptly notifying the other Parties of, and, if in writing, furnishing the other Parties with copies of, any substantive communications from or with any Governmental Authority with respect to the Transactions; (iv) permitting the other Parties to review in advance and considering in good faith the views of one another in connection with any proposed substantive communication with any Governmental Authority in connection with Proceedings under or relating to any Required Regulatory Approvals; (v) not participating in any substantive meeting or discussion with any Governmental Authority in connection with Proceedings under or relating to any Required Regulatory Approvals unless it consults with the other Parties in advance, and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate in such meetings or discussions; and (vi) consulting and cooperating with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with Proceedings under or relating to any Required Regulatory Approvals. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Transactions, then such Party will use its reasonable best efforts to make, or cause to be made, as expeditiously as possible and after consultation with the other Parties, an appropriate response in full compliance with such request.

(d) Notwithstanding anything to the contrary set forth in this Agreement, neither Alohi nor any of its Affiliates shall be required to become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or Order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, in the case of each of (i) – (iii), to the extent such requirement, condition, limitation, understanding, agreement, or Order would be burdensome to and materially disproportionate to the benefits reasonably expected to be derived by ▇▇▇▇▇ and its Affiliates from the consummation of the transaction, taking into account the size, scope, and strategic importance of the affected business operations.

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(e) For the purposes of (a) and (d) only, the terms “Party” and “Parties” includes the Parties and Par Pacific.

Section 10.7 Reorganization; Intermediation Financing. On or prior to the Closing, Par Pacific may, and may cause its Affiliates to, take all actions to effect (i) the transactions set forth on Schedule 10.7 under the heading “Necessary Reorganization” (such transactions, the “Necessary Reorganization”) and (ii) subject to this Section 10.7, the Intermediation Financing. During the Interim Period, Alohi and Par Pacific will consult in good faith regarding implementing the transactions set forth on Schedule 10.7 under the heading “Proposed Reorganization” (the “Proposed Reorganization,” and together with the Necessary Reorganization, the “Reorganization”). If the Parties mutually agree in writing to implement the Proposed Reorganization, the parties shall use commercially reasonable efforts to cooperate to effect the Proposed Reorganization, and Par Pacific shall, and shall cause its applicable Affiliates to, take all actions necessary to effect the Reorganization; provided, however, that, following such agreement, Par Pacific shall, as promptly as reasonably practicable, provide Alohi with proposed final drafts of any documentation or agreements to implement such Proposed Reorganization, and such documentation and agreements shall be subject to Alohi’s review. Each of the Parties understands and agrees that any transfers, assignments, sales or other dispositions of assets, interest, rights, capital stock or otherwise in a Reorganization, whether from an Affiliate of Par Pacific to Par Pacific or one or more of its Affiliates or from Par Pacific or one or more of its Affiliates to other of its Affiliates, other than the transfer of the Contributed Assets and Assumed Liabilities to the Company and the issuance of the Alohi Units to Alohi (which shall be effected pursuant to the terms of this Agreement, including the representations, warranties, and indemnities hereunder), shall be made on an “AS-IS”, “WHERE-IS” basis, without representation or, warranty of any kind, and without recourse to the party making such transfer, assignment, sale or other disposition, and without recourse to the recipient thereof. If and to the extent reasonably necessary, the Parties shall use commercially reasonable efforts to cooperate and enter into any mutually agreed-upon amendment to this Agreement and the Ancillary Agreements, as applicable, to effectuate the intent of the Parties with respect to the economic and risk allocation with respect to the Transactions as of the Execution Date, including that contemplated herein to complete the Proposed Reorganization and the Intermediation Financing. The Intermediation Financing, and the definitive agreements to effect the Intermediation Financing, if completed, shall be on substantially similar economic terms set forth in, and with the same counterparty (or their Affiliates) as, the letter of intent entered with respect to the Intermediation Financing.

ARTICLE XI

CLOSING CONDITIONS

Section 11.1 Conditions Precedent to Obligations of All Parties. The respective obligations of each Party to consummate the Transactions are subject to the satisfaction (or, where legally permissible, waiver by such Party) at or prior to the Closing of each of the following conditions:

(a) No Order shall be in effect that enjoins, prohibits or otherwise prevents the consummation of the Closing;

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(b) The Required Regulatory Approvals shall have been duly obtained, made or given, and are in full force and effect, and all termination or expiration of any applicable waiting periods (and any extensions thereof) imposed by any Governmental Authority with respect to any Required Regulatory Approval shall have occurred.

Section 11.2 Conditions Precedent to Obligations of Alohi. The obligation of Alohi to consummate the Transactions is subject to the satisfaction (or waiver by ▇▇▇▇▇ in its sole discretion) at or prior to the Closing of each of the following additional conditions:

(a) Each representation and warranty of Par Pacific and Company (i) contained in Article V and Article VI (other than Par Pacific Fundamental Representations) shall be true and correct as of the Execution Date ((A) other than any such representation and warranty that is expressly made only as of a certain date, which need only be true and correct as of such certain date and (B) without giving effect to the words “material,” or “material adverse effect,” “Company Material Effect,” “Material Adverse Effect” or similar qualifiers contained in any such representation and warranty) except where the failure of such representation and warranty to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) that is a Par Pacific Fundamental Representations shall be true and correct as of the Execution Date and the Closing Date, as if made at and as of the Closing Date, in all respects other than deminimis inaccuracies (except, in the case of a Par Pacific Fundamental Representation set forth in Section 6.14(a) (Title to Assets), in material respects);

(b) Each of Par Pacific and Company shall have performed or complied with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing, except where the failure to perform and comply with such covenants and agreements would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and

(c) Each of Par Pacific and Company shall have delivered (or shall be standing ready and able to deliver) all agreements, instruments and documents required to be delivered by it pursuant to Section 4.2 and Section 4.4, as applicable.

Section 11.3 Conditions Precedent to Obligations of Par Pacific and Company. The respective obligation of each of Par Pacific and Company to consummate the Transactions is subject to the satisfaction (or waiver by Par Pacific or Company, as applicable, in its sole discretion) at or prior to the Closing of each of the following additional conditions:

(a) Each representation and warranty of Alohi (i) contained in Article VII (other than the Alohi Fundamental Representations) shall be true and correct as of the Execution Date ((A) other than any such representation and warranty that is expressly made only as of a certain date, which need only be true and correct as of such certain date and (B) without giving effect to the words “material” or “material adverse effect” or similar qualifiers contained in any such representation and warranty) except where the failure of such representation and warranty to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Alohi’s ability to perform its obligations under this Agreement, and (ii) that is an Alohi Fundamental Representation shall be true and correct as of the Execution Date and the Closing Date, as if made at and as of the Closing Date, in material respects;

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(b) Alohi shall have performed or complied with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing, except where the failure to perform and comply with such covenants and agreements would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Alohi’s ability to perform its obligations under this Agreement; and

(c) Alohi shall have delivered (or shall be standing ready and able to deliver) all agreements, instruments and documents required to be delivered by it pursuant to Section 4.3.

ARTICLE XII

TERMINATION

Section 12.1 Termination. This Agreement may be terminated by a Party at any time prior to the Closing upon written notice to the other Parties as follows:

(a) by mutual written agreement of the Parties;

(b) by any Party, if the Closing has not occurred on or prior to January 30, 2026, which date may be extended as agreed by the Parties (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 12.1(b) shall not be available to such Party if a breach of a representation, warranty, covenant or agreement under this Agreement by such Party has been a principal cause of, or principally contributed to, the failure of the Closing to occur on or before the Outside Date;

(c) by Alohi, if (i) either Par Pacific or Company shall have breached any covenant or agreement contained in this Agreement to be complied with by it, or there exists a breach of any representation or warranty by Par Pacific or Company contained in this Agreement, such that Section 11.2(b) or Section 11.2(a), as applicable, would not be satisfied as of the Closing, and (ii) such breach is incapable of being cured or has not been cured by Par Pacific or Company, as applicable, within thirty (30) days after receipt of written notice by Par Pacific or Company, as applicable, of such breach from Alohi;

(d) by Par Pacific or Company, if (i) Alohi shall have breached any covenant or agreement contained in this Agreement to be complied with by it, or there exists a breach of any representation or warranty by Alohi contained in this Agreement, such that Section 11.3(b) or Section 11.3(a), as applicable, would not be satisfied as of the Closing, and (ii) such breach is incapable of being cured or has not been cured by Alohi, as applicable, within thirty (30) days after receipt of written notice by ▇▇▇▇▇, of such breach from Par Pacific or Company, as applicable;

(e) by ▇▇▇▇▇, if any Fraud, Gross Negligence or Willful Misconduct by any Designated Par Pacific Person in breach of Par Pacific’s or its Affiliates’ covenants under this Agreement has resulted in, or would reasonably be expected to result in, direct damages to the Company exceeding Ten Million dollars ($10,000,000); and

(f) by any Party, if a Governmental Authority having competent jurisdiction shall have issued an Order or taken any other Proceeding or enacted an applicable Law, in either case, having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing, and such Order or other Proceeding shall have become final and non-appealable or such applicable Law shall be effective, as applicable.

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Section 12.2 Effect of Termination. If this Agreement is validly terminated pursuant to Section 12.1, this Agreement shall become null and void, and there will be no Liability on the part of any Party in respect of this Agreement, INCLUDING IF SUCH LIABILITY ARISES DUE TO THE SOLE, JOINT, GROSS OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF A PARTY OR ARISES AT LAW, IN TORT, IN CONTRACT OR OTHERWISE, except that (a) the applicable portions of Article I, this Section 12.2 and Article XIII (other than Section 13.5) shall survive any termination of this Agreement and (b) any Liability arising prior to such termination as a result of a Willful Misconduct in material breach of any representation, warranty, covenant or agreement in this Agreement shall survive any termination of this Agreement.

ARTICLE XIII

COVENANTS; MISCELLANEOUS

Section 13.1 Notice. All notices and communications required or permitted to be given hereunder (excluding service of process) shall be sufficient in all respects (a) if given in writing and delivered personally, (b) if sent by overnight courier, (c) if mailed by U.S. Express Mail or by certified or registered U.S. Mail with all postage fully prepaid, or (d) sent by email transmission, and, in each case, addressed to the appropriate party hereto at the address for such party shown below:

If to the Company:

Hawaii Renewables, LLC

▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Houston, TX 77024

Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇

Email: [***], [***]

with a copy (which shall not constitute notice) to:

▇▇▇▇▇ ▇▇▇▇▇ LLP

▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

New York, New York 10112-4498

United States of America

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Email: [***], [***]

If to Par Pacific:

Par Pacific Holdings, Inc.

▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Houston, TX 77024

Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇

Email: [***], [***]

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with a copy (which shall not constitute notice) to:

▇▇▇▇▇ ▇▇▇▇▇ LLP

▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

New York, New York 10112-4498

United States of America

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Email: [***], [***]

If to Alohi:

Alohi Renewable Energy LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Houston, TX 77010

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

Email: [***]

with a copy (which shall not constitute notice) to:

King & Spalding LLP

▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Houston, TX 77002

Attention: ▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇

Email: [***], [***]

Any notice given in accordance herewith shall be deemed to have been given (i) when delivered to the addressee in person, during normal business hours, or on the next Business Day if delivered after business hours, (ii) on the date sent via email if sent prior to 6:00 p.m. Central Time on such date, or on the next Business Day if sent by email after that time, or (iii) when received by the addressee via an overnight courier or the U.S. Mail, as the case may be. A Party may change the address, email address, and individuals to which such communications are to be addressed by giving written notice to the other Parties in the manner provided in this Section 13.1.

Section 13.2 Entire Agreement; Conflicts. THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, AND THE EXHIBITS, APPENDICES AND SCHEDULES HERETO AND THERETO, COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF SUCH PARTIES AND THEIR RESPECTIVE AFFILIATES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS. THERE ARE NO WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS AMONG THE PARTIES OR THEIR RESPECTIVE AFFILIATES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, AND THE EXHIBITS, APPENDICES AND SCHEDULES HERETO AND THERETO, AND NO PARTY OR SUCH PARTY’S AFFILIATES SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED OTHER REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENTS OF INTENTION NOT SO SET FORTH.

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Section 13.3 Public Announcements. No Party shall make any public announcement or issue any public communication regarding this Agreement or the Transactions without first obtaining the prior written consent of the other Parties (such consent not to be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law, in which case, to the extent permitted by Law, the disclosing Party shall use its reasonable efforts to coordinate or communicate such announcement or communication with the other Parties prior to announcement or issuance.

Section 13.4 Confidentiality. This Agreement is confidential to the Parties and their Representatives and, whether or not the Closing occurs, shall be subject to, and governed by, the confidentiality provisions set forth in Section 12.12 of the Amended and Restated LLC Agreement, which provisions are hereby incorporated herein by reference and shall be deemed to apply mutatis mutandis to this Agreement. In the event that this Agreement is terminated prior to the Closing, the Parties obligations under the immediately preceding sentence shall survive such termination for twelve (12) months.

Section 13.5 Further Assurances; Wrong Pockets.

(a) From time to time following the Closing, the Parties shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged, and delivered, all such further acts, deeds, assignments, transfers, conveyances, notices, assumptions, releases and acquittances and such other instruments, as reasonably necessary or appropriate to assure to the Parties, their Affiliates and their respective successors and permitted assigns, the benefits, rights and obligations of such Party under this Agreement and the Ancillary Agreements, including as may be necessary or appropriate to contribute, convey, assign, transfer, and assure onto and vest in the Company title to the Contributed Assets, and to otherwise make effective the Transactions. Par Pacific shall deliver, or cause to be delivered to Alohi, an electronic copy (thumb drive or other USB storage drive) of the Data Room within five (5) Business Days after the Closing Date.

(b) The Parties acknowledge and agree that certain assets of Par Pacific or its Affiliates required for or used exclusively in the Business, other than Excluded Assets (the “Other Business Assets”) may not have been transferred pursuant to this Agreement at Closing as Contributed Assets, be held as Company Asset or be provided or used through a Commercial Agreement. If, following the Closing, the Parties discover any Other Business Assets that were not transferred to the Company as Contributed Assets, held as Company Assets or provided or used through a Commercial Agreement, then (i) if such Other Business Assets are used exclusively in the Business and are not or may not be otherwise provided or used through any Commercial Agreement, Par Pacific shall, or shall cause its applicable Affiliate to, transfer such Other Business Assets to the Company without the payment of any further consideration; and (ii) if such Other Business Assets are required for the Business but are primarily for the shared use with Par Pacific or its Affiliates due to the nature of such assets, Par Pacific shall, or shall cause its applicable Affiliate to, provide such Other Business Assets or the use of such assets through the Commercial

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Agreements. Notwithstanding anything to the contrary in this Agreement, Par Pacific shall, and shall cause its applicable Affiliate to, transfer to the Company any Permit that is required by Law to be held by the Company for the ownership, construction and operation of the Renewable Fuels Facility as contemplated on the date hereof.

Section 13.6 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, each of Par Pacific and Alohi will pay its own (and its Affiliates’) costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement, the Ancillary Agreements and the Transactions, and none of such costs or expenses shall be for the account of or paid by the Company.

Section 13.7 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law, will be cumulative and not alternative.

Section 13.8 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by each of the Parties.

Section 13.9 No Third Party Beneficiary; No Affiliate Liability. The terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person. In no event shall any named Party to this Agreement have any shared or vicarious liability for the actions or omissions of any other Person unless such Person is directly representing one of the Parties. The Parties agree, to the fullest extent permitted by Law, that none of their respective Affiliates or agents shall have any liability or responsibility whatsoever under this Agreement to any other Party or its respective Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise), except as provided in a guaranty.

Section 13.10 Assignment; Binding Effect. Any Party may assign its rights and obligations hereunder to an Affiliate, but such assignment shall not release such Party from its obligations hereunder; provided, that Alohi may not assign its rights or obligations hereunder to the ENEOS Americas Inc. or its Affiliates. Any tax liability related to any Party’s assignment of its rights and obligations to an Affiliate shall be the sole responsibility of the assigning Party. Except as provided above, neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Parties, and any attempt to do so will be void. Subject to this Section 13.10, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Section 13.11 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not modify, define or limit any of the terms or provisions hereof.

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Section 13.12 Invalid Provisions. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Upon the Parties or a Governmental Authority’s determination that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any applicable rule of Law or public policy, (a) the Parties shall agree to substitute a suitable and equitable provision therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability. This Agreement has been negotiated and prepared by the parties and their respective counsel, and should any provision of this Agreement require judicial interpretation, the court interpreting or construing the provision shall not construe any provision more strictly against any particular party.

Section 13.13 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any electronic facsimile or .pdf copies hereof or signature hereon shall, for all purposes, be deemed originals.

Section 13.14 Time is of the Essence. Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

Section 13.15 Governing Law; Consent to Jurisdiction.

(a) THIS AGREEMENT AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES THEREOF THAT WOULD COMPEL THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b) WITHOUT AFFECTING THE PARTIES’ AGREEMENT TO ARBITRATE DISPUTES, THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS (OR, IF THAT COURT REFUSES JURISDICTION, THE DISTRICT COURT OF THE STATE OF TEXAS SITTING IN AND FOR HARRIS COUNTY) FOR THE PURPOSES OF INJUNCTIVE RELIEF OR OTHER FORM OF EMERGENCY RELIEF ARISING OUT OF OR BASED UPON THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF OR FOR THE ENFORCEMENT OF ANY ARBITRAL AWARD HEREUNDER.

Section 13.16 Dispute Resolution.

(a) Dispute Resolution Generally. In the event of any claim, controversy or dispute arising out of this Agreement (each a “Dispute” and collectively “Disputes”), the Party initiating dispute resolution procedures pursuant to this Section 13.16 shall so notify the other Party, and the Parties shall enter into direct negotiations to arrive at a mutually agreeable resolution of such Dispute. After receipt of the notification of a Dispute, executives of the Parties shall meet in person at least once, at a mutually acceptable time and place, and thereafter as often as they

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reasonably deem necessary, to seek to reach a mutually acceptable resolution to the Dispute. In the event the Parties have not reached agreement within thirty (30) Business Days following the notification of a Dispute (regardless of whether the applicable cure period has expired in the case of a Dispute involving a claimed breach), such Dispute shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules in effect as of the date a Party issues its notification of a Dispute, and judgment on any interim or final award rendered by the arbitrator(s) may be entered in any federal or state court located in Houston, Texas. The place of arbitration shall be Houston, Texas. There shall be three arbitrators for a Dispute in excess of $3,500,000. The arbitration shall be governed by the laws of the State of Delaware. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The Parties agree to consolidation of two or more arbitrations into the first filed arbitration.

(b) Injunctive Relief. Notwithstanding the foregoing, any Party shall have the right to seek specific performance or other injunctive relief to the extent necessary to avoid the imposition of irreparable harm or otherwise to preserve the status quo.

(c) Confidentiality. All Disputes resolved pursuant to this Section 13.16 shall be subject to the confidentiality provisions of Section 12.12 of the Amended and Restated LLC Agreement (which are hereby incorporated herein by reference), and such provisions shall apply to any such Dispute regardless of whether the Closing occurs.

[Signature pages follow]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each Party as of the Execution Date.

[Signature Page to Equity Contribution Agreement]

[Signature Page to Equity Contribution Agreement]

[Signature Page to Equity Contribution Agreement]

Exhibit A

FORM OF ASSIGNMENT, CONVEYANCE AND BILL OF SALE

This Assignment, Conveyance and Bill of Sale (this “Assignment”) is made and entered into [•], 2025, by and among Par Pacific Holdings, Inc., a Delaware corporation (“Par Pacific”), and Hawaii Renewables, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”). Par Pacific and the Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Contribution Agreement (defined below).

WITNESSETH:

WHEREAS, pursuant to that certain Equity Contribution Agreement dated as of July 21, 2025 (the “Contribution Agreement”), by and among Par Pacific, Alohi Renewable Energy LLC, a Delaware limited liability company, and the Company, Par Pacific has agreed to contribute, convey, assign, transfer, and deliver to the Company, and the Company has agreed to acquire and accept from Par Pacific, all of Par Pacific’s or its Affiliates’ right, title and interest in, to and under the Contributed Assets, on the Closing Date, on the terms and conditions set forth in the Contribution Agreement.

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein and in the Contribution Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. Assignment of the Contributed Assets. Par Pacific hereby CONTRIBUTES, CONVEYS, ASSIGNS, TRANSFERS AND DELIVERS to the Company, free and clear of Liens (except for Permitted Liens), and the Company hereby accepts, all of Par Pacific’s right, title and interest in and to the Contributed Assets, to have and to hold the same unto the Company, its successors and assigns, forever, in accordance with the Contribution Agreement.

2. Assumed Liabilities; Excluded Liabilities. The Company hereby assumes, and agrees to pay, perform and discharge as and when due, the Assumed Liabilities in accordance with the terms of the Contribution Agreement. The Company shall not assume or be responsible for, and the Assumed Liabilities do not include, and Par Pacific shall remain liable for, the Excluded Liabilities in accordance with Contribution Agreement.

3. Relationship with Contribution Agreement. This Assignment is delivered pursuant to, and hereby made subject to, the terms and conditions of the Contribution Agreement. Nothing in this Assignment shall be deemed to supersede, diminish, enlarge or modify any of the provisions of the Contribution Agreement, all of which survive the execution and delivery of this Assignment as provided and subject to the limitations set forth in the Contribution Agreement. In the event of any conflict or inconsistency between the terms of the Contribution Agreement and the terms hereof, the terms of the Contribution Agreement shall govern and control.

3. Bill of Sale. For any of the Contributed Assets that may be considered movable property under Hawaii law, this instrument shall also be construed as a bill of sale transferring title to such assets.

4. No Vendor’s Privilege. The transaction described and created hereby shall not be construed as creating any vendor’s privilege or resolutory condition, and to the extent any may be created, the same is hereby expressly waived and renounced.

5. Binding Effect; Successors and Assigns. This Assignment shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns.

6. Miscellaneous. Section 1.2 (References and Rules of Construction) and Article XIII (Covenants; Miscellaneous) of the Contribution Agreement shall apply mutatis mutandis to this Assignment.

[Signature and Notary Pages Follow]

THUS DONE AND PASSED BY Par Pacific in ____________, ____________, on the ____ day of ___________, 2025, in the presence of the undersigned competent witnesses, who have hereunto signed their names, together with the appearers and me, Notary, after due reading of the whole.

[Signatures continued on following page]

THUS DONE AND PASSED BY Par Pacific in ____________, ____________, on the ____ day of ___________, 2025, in the presence of the undersigned competent witnesses, who have hereunto signed their names, together with the appearers and me, Notary, after due reading of the whole.

Exhibit B

FORM OF AMENDED AND RESTATED LLC AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hawaii Renewables, LLC

A Delaware Limited Liability Company

Dated as of [______], 2025

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hawaii Renewables, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Hawaii Renewables, LLC, a Delaware limited liability company (the “Company”), dated as of [____], 2025 (the “Effective Date”), is executed and entered into by and among the Company, Par Pacific Holdings, Inc., a Delaware corporation (“Par Pacific”), and Alohi Renewable Energy, LLC, a Delaware limited liability company (“Alohi”, and, together with the Company and Par Pacific, the “Parties” and, each, a “Party”).

RECITALS

WHEREAS, the Company was formed pursuant to a Certificate of Formation (the “Certificate of Formation”) filed with and accepted by the Office of the Secretary of State of the State of Delaware on July 25, 2024 (the “Formation Date”) in accordance with the provisions of the Delaware Limited Liability Company Act (as such act may be amended, the “Act”);

WHEREAS, Par Pacific, as the sole member of the Company, entered into that certain Limited Liability Company Agreement of the Company, dated as of July 25, 2024 (the “Prior LLC Agreement”);

WHEREAS, the Company, Par Pacific and Alohi entered into that certain Equity Contribution Agreement, dated as of July 21, 2025 (the “Equity Contribution Agreement”), pursuant to which, in connection with the Closing contemplated by the Equity Contribution Agreement (which such Closing has occurred concurrently with the effectiveness of this Agreement), (i) Par Pacific has contributed certain assets and has committed to contribute certain cash to the Company in exchange for the issuance by the Company to Par Pacific of Units and (ii) Alohi has contributed certain cash to the Company in exchange for the issuance by the Company to Alohi of Units;

WHEREAS, concurrently herewith, the Company is entering into the Commercial Agreements (together with this Agreement and the Equity Contribution Agreement, the “Transaction Documents”); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. Capitalized terms used in this Agreement but not defined in the body hereof shall have the meanings ascribed to them in Exhibit A hereto.

Section 1.2 Construction. Unless the context requires otherwise, (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, (b) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”, (c) references to Articles and Sections refer to Articles and Sections of this Agreement, (d) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular subdivision unless expressly so limited, (e) references to Exhibits and Schedules are to Exhibits or Schedules attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein, and (f) all references to currency or amounts in dollars shall be references to United States dollars.

ARTICLE II

ORGANIZATION

Section 2.1 Formation; Continuation; Amendment and Restatement. The Company was formed as a limited liability company pursuant to the Act by filing the Certificate of Formation for the Company with the Office of the Secretary of State of the State of Delaware in conformity with the Act on the Formation Date. The Company is and shall continue to be a limited liability company organized under the Act. The Members ratify the organization and formation of the Company and continue the Company, pursuant to the terms and conditions of this Agreement. This Agreement amends and restates in its entirety and supersedes the Prior LLC Agreement, effective as of the Effective Date. The Company and, if required, each of the Members, or a Person duly authorized to act on behalf of any such Member or Members, shall execute or cause to be executed from time to time all other instruments, certificates, notices and documents and shall do or cause to be done all such acts and things (including keeping books and records and making publications or periodic filings) as may now or hereafter be required for the formation, continuation, valid existence and, when appropriate, termination of the Company as a limited liability company under the laws of the State of Delaware.

Section 2.2 Name. The name of the Company is “Hawaii Renewables, LLC” and its business shall continue to be carried on in such name with such variations and changes as the Board deems necessary to comply with the requirements of the jurisdictions in which the Company’s operations are conducted. In the event that the Board changes the name of the Company, it shall notify each of the Members.

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Section 2.3 Business Purpose. The Company is formed for the purposes of (a) the development, construction, ownership and operation of the Renewable Fuels Facility, and (b) any other lawful business, purpose or activity for which limited liability companies may be formed under the Act, subject to the terms and conditions of this Agreement, as may be approved from time to time by Unanimous Board Approval. Subject to the terms and conditions of this Agreement, the Company shall have the power and authority to take any and all actions that are necessary, appropriate, advisable, convenient, or incidental to or for the purposes of its business described in this Section 2.3.

Section 2.4 Registered Office and Agency. The registered office of the Company required by the Act to be maintained in Delaware shall be the office identified in the Certificate of Formation, or such other office as the Board may designate from time to time in the manner provided by law.

Section 2.5 Company Property. The Company shall be the sole owner of all assets and rights conveyed to the Company by any Member or any third party. A Member shall have no interest in specific Company property, assets and rights, including property, assets and rights conveyed by a Member to the Company, unless otherwise agreed in writing by the Company and such Member or as otherwise set forth herein.

Section 2.6 Term. The term of the Company commenced on the Formation Date and shall continue in perpetuity unless the Company is sooner dissolved in accordance with the terms of this Agreement or the Act.

Section 2.7 No State Law Partnership. The Members intend that the Company shall be treated as a partnership for federal and applicable state and local income tax purposes. The Company shall not (a) except for federal and applicable state and local income tax purposes, be a common law partnership or joint venture or (b) create any agency or other relationship creating fiduciary or quasi-fiduciary duties of any Member to the Company or to any other Member, and this Agreement may not be construed to suggest otherwise. This Agreement shall not subject the Members to joint and several or vicarious liability or impose any duty, obligation or liability that would arise therefrom with respect to any or all of the Members or the Company.

Section 2.8 No Agency. Except as provided herein, nothing herein contained shall be construed to constitute any Member as the agent of any other Member to limit in any manner the Members in the carrying on of their own respective business or activities.

Section 2.9 Liability to Third Parties. No Member shall, solely by virtue of ownership of any Units in the Company, be liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise, including under a judgment, decree or order of a court.

Section 2.10 No Withdrawal. A Member shall not have the right or power to withdraw from the Company as a Member except as set forth in this Agreement. No purported withdrawal of a Member from the Company in violation of this Agreement shall be of any effect.

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ARTICLE III

CAPITALIZATION; ADMISSION OF MEMBERS; CAPITAL ACCOUNTS

Section 3.1 Capitalization.

(a) Units. Each Member’s Membership Interest in the Company, including such Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement shall be represented by common units of limited liability company interest (each a “Unit”). The Company shall have one (1) authorized class of Units, consisting of an unlimited number of Units. The Company shall not issue fractional Units. No Member shall be required to make Capital Contributions beyond those expressly set forth in (i) this Agreement and (ii) the Equity Contribution Agreement. The Company shall not authorize another class of units without Unanimous Board Approval, as provided for under Section 5.3(a) hereof.

(b) Initial Capitalization. On the Effective Date, all equity interests of the Company that were outstanding immediately prior to the Effective Date shall be cancelled and extinguished and shall no longer be outstanding or of any force or effect. Immediately thereafter, the Company shall issue six hundred thirty five (635) Units to Par Pacific and three hundred sixty five (365) Units to Alohi in accordance with the terms of this Agreement and the Equity Contribution Agreement, which shall constitute the only outstanding equity interests of the Company as of the Effective Date.

(c) Issuance of Units Pursuant to the Equity Contribution Agreement. Subject to the terms of the Equity Contribution Agreement and this Agreement (including Section 3.3(a), Section 3.4 and Section 3.5(d) hereof), in addition to the Units described under Section 3.1(a), Units may be issued to the Members prior to the Commercial Operation Date in accordance with the terms of the Equity Contribution Agreement and this Agreement; provided, however, that such additional Units shall only be issued to the extent and in the amounts corresponding to cash contributions actually funded by a Member pursuant to the Equity Contribution Agreement and this Agreement.

Section 3.2 Issuance of Additional Units and Non-Contributions. The Company shall issue no additional Units or admit any additional Members except as expressly set forth in this Agreement; provided, that from time to time, following the issuance of a Call Notice pursuant to Section 3.3 (other than Section 3.3(a)) or Section 3.4, as applicable, the Members may (but shall have no obligation to), by written notice to the Company (such notice, a “Contribution Notice”) delivered no later than four (4) Business Days after such Call Notice to the Company, elect to make Additional Capital Contributions in cash in accordance with the procedures outlined in Section 3.3 (other than Section 3.3(a)) and Section 3.4, and the Company shall issue additional Units to the contributing Members (such Member, a “Contributing Member”) at a non-punitive post-money Fair Market Value per Unit, as determined in good faith by the Board. Any Member that elects to not issue a Contribution Notice in respect of a Call Notice, shall be a “Non-Contributing Member,” and such Non-Contributing member shall be diluted on a non-punitive basis at post-money Fair Market Value per Unit, as determined in good faith by the Board. Any Member, by issuing a Contribution Notice, agrees to and creates an obligation of such Member, to make the capital contribution contemplated in such Call Notice and corresponding Contribution Notice.

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Section 3.3 Pre-COD Capital Contributions.

(a) Par Pacific Capital Commitment. Any time after the Effective Date, if additional capital is necessary to achieve the Commercial Operation Date, as determined by the Construction Manager and notified to the Company, the Company shall issue one or more Call Notices to Par Pacific requesting Additional Capital Contributions in an aggregate amount up to the Par Pacific Capital Commitment pursuant to Section 2.3 of the Equity Contribution Agreement. Par Pacific shall contribute to the Company the amount specified in such Call Notices on the contribution dates set forth therein, such dates to be not less than fifteen (15) days following the date such Call Notice is delivered. Notwithstanding anything contained herein to the contrary, no additional Units shall be issued to Par Pacific in connection with any contributions made by Par Pacific pursuant to the Par Pacific Capital Commitment. For the avoidance of doubt, except as otherwise provided for in the Equity Contribution Agreement, all obligations by any Member to make Capital Contributions pursuant to the Equity Contribution Agreement shall cease as of the Commercial Operation Date. Notwithstanding anything herein to the contrary, and except for Pre-COD Additional Capital, the Members acknowledge and agree that until the Par Pacific Capital Commitment has been satisfied in full by Par Pacific, no Call Notice shall be issued to Alohi for any capital necessary to complete construction and achieve the Commercial Operation Date that is to be funded under, and subject to, the Par Pacific Capital Commitment.

(b) Pre-COD Additional Capital Contributions. Prior to the Commercial Operation Date, if additional capital, beyond the Par Pacific Capital Commitment (excluding Par Pacific’s pro rata share of the Initial Working Capital, which is provided for in Section 3.3(c)), is needed, as reasonably determined by the Construction Manager or Operator, as applicable, and notified to the Company, to (i) achieve the Commercial Operation Date; (ii) respond to Emergencies; (iii) respond to a Casualty Loss pursuant to Section 10.7 of the Equity Contribution Agreement; or (iv) comply with applicable Law or contractual obligations (the “Pre-COD Additional Capital”), then the Company may (with the prior written consent of the Board, and to the extent authorized by such Board approval) issue a Call Notice requesting each Member to contribute its pro rata share of such Pre-COD Additional Capital based on its Percentage Interest (a “Pre-COD Additional Capital Call”). Each Member may (but shall have no obligation), by Contribution Notice delivered no later than four (4) Business Days after such Call Notice, elect to contribute its Percentage Interest of such Pre-COD Additional Capital on the contribution date set forth in such Pre-COD Additional Capital Call, such date to be not less than fifteen (15) days following the date such Call Notice is delivered.

(c) Pre-COD Working Capital. Prior to the Commercial Operation Date, if additional working capital, beyond the Initial Working Capital, is necessary for non-construction related Working Capital Funding Needs, to fund such amounts, as reasonably determined by the Operator and notified to the Company, the Company may (with the prior written consent of the Board, and to the extent authorized by such Board approval) (i) until the first anniversary of the Effective Date, first borrow from Par Pacific, and Par Pacific hereby commits to, or to cause an Affiliate thereof to, lend, up to Fifteen Million Dollars ($15,000,000) for a term of one (1) year (extendable by one (1) additional year by Par Pacific, in its sole discretion, by written notice to the Company prior the expiration of such initial one (1) year term), at an interest rate equal to the Working Capital Loan Rate pursuant to a secured promissory note in a form mutually agreeable to the Parties, acting reasonably (such loan, the “Working Capital Loan”), and (ii) for any amounts in excess of such Fifteen Million Dollars ($15,000,000) loan (if such loan is entered into) issue a Call Notice requesting each Member

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to contribute Percentage Interest of such amounts (the funding requirement under this clause (ii), a “Working Capital Funding Call”). The Company’s non-construction related working capital requirements, as reasonably determined by Operator (“Working Capital Funding Needs”), shall satisfy Cash Reserves, including, without limitation:

Upon a Working Capital Funding Call, each Member may (but shall have no obligation), by delivering a Contribution Notice no later than four (4) Business Days after such Call Notice, elect to contribute its Percentage Interest of such Working Capital Funding Needs on the contribution date set forth in such Working Capital Funding Call, such date to be not less than fifteen (15) days following the date such Call Notice is delivered.

Section 3.4 Post-COD Capital Contributions.

(a) Operations Call Notices. After the Commercial Operation Date, and without duplication of any notice under Section 3.3, pursuant to the authority granted Operator and in accordance with the Operating Agreement, from time to time Operator may notify the Board that the Company’s and the Subsidiaries’ current cash assets, credit facilities, and projected gross receipts are not reasonably anticipated to be sufficient to satisfy (i) the expenditures reasonably projected by the Operator to be incurred pursuant to the then-current Operating Budget or (ii) the necessary Cash Reserves. In such event, the Company, with the prior written consent of the Board, and to the extent authorized by such Board approval, shall issue a Call Notice to the Members requesting Additional Capital Contributions in accordance with the then-current Operating Budget in an amount equal to any such deficiency, as specifically set forth in such Call Notice (accompanied by the materials received by the Board from the Operator). The Members may (but shall have no obligation), by delivering a Contribution Notice no later than four (4) Business Days after such Call Notice, elect to contribute to the Company the amount specified in such Call Notice in proportion to their respective Percentage Interests on the contribution date set forth therein, which contribution date shall not be less than fifteen (15) days following the Call Notice. Notwithstanding anything in the foregoing to the contrary, no Call Notice issued pursuant to this Section 3.4(a) shall request any Additional Capital Contributions in respect of any Emergency Expenditures (such expenditures being addressed in Section 3.4(d)).

(b) Post-COD Additional Working Capital. After the Commercial Operation Date, if Operator determines and notifies the Board that additional working capital is necessary to Operate the Renewable Fuels Facility and if the Company’s cash assets and credit facilities will be insufficient to fund such amount (such required amount, the “Additional Working Capital”), the Board shall

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consider the alternatives available to fund such Additional Working Capital, including requesting Member loans. If the Board determines that a Call Notice should be issued for such Additional Working Capital, the Company shall issue a Call Notice to the Members requesting Additional Capital Contributions in an amount equal to the Additional Working Capital. The Members may (but shall have no obligation), by Contribution Notice delivered no later than four (4) Business Days after such Call Notice, elect to contribute to the Company the amount specified in such Call Notice in proportion to their respective Percentage Interests on the contribution date set forth therein, such date to be not less than fifteen (15) days following the date such Call Notice is delivered.

(c) For Approved Capital Projects. With respect to any Approved Capital Project, on (A) the first date following the approval of the Capital Project Budget relating thereto and (B) a date at least thirty (30) days prior to the beginning of each Calendar Quarter thereafter until the completion of such Capital Project, the Company shall (with the prior written consent of the Board, and to the extent authorized by such Board approval) issue a Call Notice to the Members requesting Additional Capital Contributions in an amount equal to such reasonably projected costs needed for such Approved Capital Project in such Calendar Quarter pursuant to and in accordance with such Capital Project Budget as specifically set forth in such Call Notice (accompanied by information received by the Board from the Construction Manager or Operator, as applicable, for such Approved Capital Project regarding such upcoming expenditures). The Members may (but shall have no obligation), by Contribution Notice delivered no later than four (4) Business Days after such Call Notice elect to contribute to the Company the amount specified in such Call Notice in proportion to their respective Percentage Interests: (1) in the case of the initial Call Notice, by no later than the fifteenth (15th) day after such Call Notice is delivered; and (2) in the case of each Call Notice thereafter, on or before the tenth (10th) day of the applicable Calendar Quarter; provided that no Call Notice issued under this Section 3.4(b) may seek Additional Capital Contributions in excess of those set forth in the then-current Capital Project Budget for such Approved Capital Project. Notwithstanding anything in the foregoing to the contrary, no Call Notice issued pursuant to this Section 3.4(c) shall request any Additional Capital Contributions in respect of any Emergency Expenditures (such expenditures being addressed in Section 3.4(d)).

(d) Emergency Expenditures. After the Effective Date, the Construction Manager or Operator, under and pursuant to the terms and limitations of the applicable Commercial Agreement, may, from time to time, notify the Board that it has declared that an Emergency has occurred in accordance with the provisions of such Commercial Agreement and the Company does not have sufficient cash on hand (or available liquidity) to make the required Emergency Expenditures, and it has provided the Board with a description of such Emergency Expenditures, then the Company may issue a special Call Notice to the Members in the amount of such Emergency Expenditures (accompanied by supporting materials), and the Members may (but shall have no obligation), by delivering a Contribution Notice no later than four (4) Business Days after such Call Notice, elect to may contribute to the Company the amount specified in such Call Notice in the proportion to their respective Percentage Interest no later than the fifteenth (15th) day after such Call Notice is delivered.

(e) Call Notice Contents. Each request for Additional Capital Contributions contained in a Call Notice shall (i) be expressed in dollars and shall state the dates on which the Contribution Notice must be delivered and payment is due and the bank(s) and account(s) to which payment is to be made and (ii) specify in reasonable detail (A) the purpose(s) or expenditure(s) for which such Additional Capital Contributions are required, (B) the amount of the Additional Capital Contribution requested to be made by each Member to the Company pursuant to such Call Notice and (C) the subsection of this Section 3.4 pursuant to which such Call Notice is being made.

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Section 3.5 Defaults In Additional Capital Contributions.

(a) Subject to Section 3.5(d) in respect of the Par Pacific Capital Commitment, if, following any Call Notice, a Member delivers a corresponding Contribution Notice agreeing to contribute funds in accordance with such Call Notice and fails to then satisfy its obligation to so pay in full when due (any such date, a “Due Date”) any amount requested pursuant to the terms of such Call Notice and agreed to pursuant to the corresponding Contribution Notice, the Company shall (and any affected Member may, on behalf of the Company) give notice of such default (a “Default Notice”) to the defaulting Member and each other Member. Any Default Notice shall include a statement of the default amount. Any Member that fails to pay in full the amount requested in a Call Notice and agreed to in a corresponding Contribution Notice by the applicable Due Date and receives a Default Notice, in each case pursuant to this Section 3.5(a), in respect thereof shall be referred to herein as a “Contribution Defaulting Member.”

(b) Subject to Section 3.5(d) in respect of the Par Pacific Capital Commitment, if, on or before the tenth (10th) Business Day following the issuance of the applicable Default Notice, such failure is not cured by the Contribution Defaulting Member, then such Contribution Defaulting Member shall be deemed to be in default under this Section 3.5 and the Contributing Member shall be entitled, but not obligated to, loan to the Non-Contributing Member, by contributing to the Company on its behalf, all or any part of the amount (the “Non-Contribution Amount”) that the Non-Contributing Member did not contribute to the Company (each such loan, a “Non-Contribution Loan”). The proceeds of such Non-Contribution Loan shall be treated as an Additional Capital Contribution by the Non-Contributing Member. Each Non-Contribution Loan shall bear interest on the unpaid principal amount thereof from time to time remaining from the date advanced until repaid, at the Non-Contribution Loan Rate. Each Non-Contribution Loan shall be recourse debt solely to the Non-Contributing Member’s Units issued in consideration for the proceeds of such Non-Contribution Loan. Until a Non-Contribution Loan is repaid, all distributions in respect of the Units issued in consideration for the proceeds of such Non-Contribution Loan, shall be payable to the Member that made such Non-Contribution Loan, and such distribution shall not be deemed a repayment of such Non-Contribution Loan; provided, that, so long as a Non-Contribution Loan is outstanding, the Non-Contributing Member shall have the right to repay it (together with interest then due and owing) in whole and not in part. Upon a repayment in full of a Non-Contribution Loan made to a Non-Contributing Member (prior to its conversion pursuant to a Conversion Contribution in accordance with Section 3.5(c)), such Non-Contributing Member shall (so long as it does not have any other outstanding Non-Contribution Loans and is not otherwise a Non-Contributing Member with respect to any other Additional Capital Contributions) cease to be a Non-Contributing Member.

(c) Subject to Section 3.5(d) in respect of the Par Pacific Capital Commitment, at any time after the first anniversary of the date a Non-Contribution Loan is made, at the option of the Contributing Member, such Non-Contribution Loan shall (if not previously paid in full) be converted into an Additional Capital Contribution of the Contributing Member in an amount equal to the unpaid principal and unpaid interest on such Non-Contribution Loan (a “Conversion Contribution”) as follows: (i) the Non-Contributing Member shall be deemed to have received a distribution from the Company in an amount equal to the total unpaid principal and interest on such Non-Contribution

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Loan, (ii) such distribution shall be deemed paid to the Contributing Member in repayment of the Non-Contribution Loan, (iii) such amount shall be deemed contributed by the Contributing Member as an Additional Capital Contribution, and (iv) the Contributing Member’s Capital Account shall be increased by, and the Non-Contributing Member’s Capital Account shall be decreased by, an amount equal to the total unpaid principal and interest on such Non-Contribution Loan. A Conversion Contribution shall be deemed an Additional Capital Contribution by the Contributing Member as of the date on which the applicable Non-Contribution Loan is converted to a Conversion Contribution at a post-money Fair Market Value per Unit on the date such Non-Contribution Loan is first made, as determined in good faith by the Board. At the time of a Conversion Contribution, the Percentage Interest of the Contributing Member shall be increased proportionally to reflect the amount of such Additional Capital Contribution by the Contributing Member, thereby increasing the Contributing Member’s Percentage Interest and decreasing the Percentage Interest of the Non-Contributing Member. Once a Conversion Contribution has been made, (x) no subsequent payment or tender in respect of the Conversion Contribution or the Non-Contribution Loan that was the subject of the Conversion Contribution shall affect the Percentage Interests of the Members, as adjusted in accordance with this Section 3.5(c), and (y) the Non-Contributing Member shall (so long as it does not have any other Non-Contribution Loans outstanding and is not otherwise a Non-Contributing Member with respect to any other Additional Capital Contributions) cease to be a Non-Contributing Member.

(d) The Members agree and acknowledge that Par Pacific has committed to making Additional Capital Contributions pursuant to the terms of Section 3.3(a) and the terms of the Equity Contribution Agreement. If Par Pacific fails to timely fund all or any portion of the Par Pacific Capital Commitment when required pursuant to this Agreement and the Equity Contribution Agreement and such failure is not cured on or before the tenth (10^th) Business Day following the issuance of the applicable Default Notice, then Par Pacific shall be deemed to be in default under this Section 3.5(d) (a “Par Pacific Commitment Defaulting Member”), and Alohi shall have the right (but not the obligation) (i) to take over as Construction Manager and/or Operator, and (ii) to fund the amount of the unfunded Par Pacific Capital Commitment (or any portion thereof) as a Non-Contribution Loan in accordance with, and subject to, Section 3.5(b) and Section 3.5(c), in which case, Par Pacific shall be treated as a Contribution Defaulting Member under Section 3.5(b) and Section 3.5(c) in connection with such Non-Contribution Loan; provided, however, that, if such Non-Contribution Loan is converted into Units pursuant to a Conversion Contribution in accordance with Section 3.5(c), such conversion shall be at a value per Unit implied by a Company valuation of $274,000,000 discounted by ten percent (10%). Upon a repayment in full by Par Pacific of such Non-Contribution Loan, and any interest accrued thereon (prior to Alohi electing a Conversion Contribution in respect of such Non-Contribution Loan in accordance with Section 3.5(c) and Section 3.5(d)), Par Pacific shall cease to be a Par Pacific Commitment Defaulting Member and Alohi shall cease to have the right to be, or to appoint, the Construction Manager and/or Operator.

(e) Notwithstanding anything contained herein to the contrary, during such time as a Member is a Contribution Defaulting Member pursuant to this Section 3.5, such Contribution Defaulting Member, and any Director appointed by such Member, shall lose the right to vote on any Company matter hereunder; provided, however, if Par Pacific is the Par Pacific Commitment Defaulting Member solely in connection with its failure to fund the Par Pacific Capital Commitment pursuant to Section 3.5(d), then in such instance Par Pacific, as the Contribution Defaulting Member, and any Director appointed by Par Pacific, shall not lose the right to vote on any Company matter hereunder.

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Section 3.6 Maintenance of Capital Accounts.

(a) The Company shall establish and maintain a separate capital account (each, a “Capital Account”) for each Member in accordance with Section 1.704-1(b) of the Treasury Regulations.

(b) A Member’s Capital Account will be increased by (i) an amount equal to such Member’s cash contributions and the initial Carrying Value of the property contributed to the Company by the Member (net of any liabilities securing such contributed property that the Company is considered to assume or take subject to and as contributed pursuant to this Agreement and the Equity Contribution Agreement), (ii) the income and gain the Member is allocated by the Company, including any income and gain that is exempted from tax and treating as gain any positive adjustment described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g), but excluding tax items of income and gain described in Treasury Regulations Section 1.704-1(b)(4)(i) and (iii) the amount of any Company liabilities, if any, assumed by such Member or which are secured by any property distributed to such Member. A Member’s Capital Account will be decreased by (i) the amount of money distributed to the Member by the Company, (ii) the net Carrying Value of any property other than money distributed to the Member by the Company (i.e., the Fair Market Value of the property net of any liabilities secured by the property), (iii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) (i.e., that cannot be capitalized or deducted in computing taxable income) that are allocated to the Member, and (iv) losses and deductions that are allocated to the Member, treating as loss any negative adjustment described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g) and excluding items of tax loss or deduction described in Treasury Regulations Section 1.704-1(b)(4)(i). The Company may (in the sole discretion of the Board), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Company property.

(c) In determining the amount of any liability for purposes of Section 3.6(b) there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations.

(d) No Member shall be required to make up a negative balance in its Capital Account or to pay to any Member the amount of any such deficit balance.

(e) In the event Units are directly Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the Transferring Member to the extent it relates to the Units so Transferred.

(f) This Section 3.6 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event that the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any additions or subtractions thereto, are computed in order to comply with such Treasury Regulations, the Board may, with the consent of the Members, not to be unreasonably withheld, make such modification; provided, that such modification shall not have an effect on the amounts distributable to any Member pursuant to Section 7.3 hereof upon the dissolution of the Company.

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Section 3.7 Preemptive Rights.

(a) Except as contemplated by the Equity Contribution Agreement or by Unanimous Board Approval, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any equity interests, options, warrants, or other securities convertible into or exercisable for equity interests in the Company or any Subsidiary (other than to the Company or to any direct or indirect Subsidiary) (collectively, the “Preemptive Securities”), unless the Company or Subsidiary, as applicable, shall have first offered to sell the Preemptive Securities to each Member at a price and on such other terms as shall have been specified in writing delivered to the Members (the “Preemptive Offer”), which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least forty-five (45) days from the date it is delivered by the Company (the “Preemptive Offer Period”). The organizational documents of any Subsidiary shall provide for preemptive rights that are substantially similar to those set forth in this herein. Each Member may elect to purchase such Member’s Preemptive Share of the Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by delivering written notice of such election to the Company or Subsidiary, as applicable, as soon as practical but in any event within the Preemptive Offer Period; provided, that if the Company or Subsidiary is issuing Preemptive Securities together with any debt securities or other equity securities, then if a Member elects to purchase Preemptive Securities pursuant to this provision, it must purchase the same proportionate mix of all such securities.

(b) Each Member’s “Preemptive Share” of Preemptive Securities shall be the product of (i) such Member’s Percentage Interest in the Company and (ii) the number of such Preemptive Securities.

(c) If, upon the expiration of the Preemptive Offer Period and the reallocations contemplated by Section 3.7(a), any Preemptive Securities remain unsubscribed (the “Remaining Securities”), the Company or Subsidiary, as applicable, shall, within five (5) Business Days, deliver written notice (the “Remaining Securities Notice”) to each Member that purchased its full Preemptive Share. During the ten (10) Business Day period following delivery of the Remaining Securities Notice (the “Priority Period”), each such participating Member shall have the right, but not the obligation, to purchase all or any portion of the Remaining Securities, allocated among the participating Members (i) pro rata in accordance with their respective Percentage Interests (calculated without regard to any Member that declined to purchase its Preemptive Share) or (ii) in such other proportions as the participating Members may unanimously agree in writing. Any Remaining Securities not subscribed for during the Priority Period may be offered and sold by the Company or Subsidiary, as applicable, within one hundred eighty (180) days after the end of the Priority Period to one or more third parties on terms and conditions no more favorable to such third parties than those set forth in the Preemptive Offer; provided, that if the Company or Subsidiary, as applicable, does not consummate such sale within such one hundred eighty (180) day period, it shall not issue or sell any Preemptive Securities unless it first complies anew with the provisions of this Section 3.7(c).

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Section 3.8 No Right of Partition. No Member shall have the right to seek or obtain partition by court decree or operation of law of any property of the Company or any Subsidiaries or the right to own or use particular or individual assets of the Company or any Subsidiaries, or, except as expressly contemplated by this Agreement, be entitled to distributions of specific assets of the Company or any Subsidiaries.

Section 3.9 Members. The names and addresses of the Members shall be set forth on the Register of Members.

Section 3.10 Register of Members. Ownership in the Company shall be exclusively evidenced and determined by entry in the Register of Members. A copy of the Register of Members setting forth the name, address, Company, Percentage Interest and initial Capital Account balance of each Member as of the Effective Date is attached as Schedule A hereto, and the Members shall cause an amendment of Schedule A from time to time, as necessary to reflect accurately the information therein, in an instrument duly executed by an Officer of the Company or, in case there are no Officers of the Company appointed at such time, by the Board.

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 Allocations.

(a) General. After giving effect to the allocations under Section 4.1(b) and Section 4.1(e), Profits and Losses for any Fiscal Year or portion thereof shall be allocated among the Members in proportion to their respective Percentage Interests.

(b) Special Allocations.

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(c) Allocations upon Transfer or Issuance of Units. If any Member directly Transfers an interest in the Company within a Fiscal Year or if any Member acquires an interest from the Company within a Fiscal Year, allocations of Profits, Losses and corresponding tax items shall be made in a manner determined by the Board that is not inconsistent with the Code and the Treasury Regulations.

(d) Tax Allocations.

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(e) Allocations of Tax Credit Sale Proceeds. Any amount received as consideration for the sale of tax credits (including those available under Section 45Z of the Code) pursuant to Section 6418 of the Code will be treated as tax exempt income to the Company. Such consideration, and any items of deduction attributable to such sale, shall be allocated in the same proportion as the tax credits subject to such sale.

Section 4.2 Distributions.

(a) Special Distribution. Notwithstanding anything to the contrary in Section 4.2(c) or Section 5.3, at the election of Par Pacific (in its sole and absolute discretion) and without any Board approval or consent of Alohi, on or within two (2) Business Days following the Closing Date, the Company shall make a one-time special cash distribution (such distribution, collectively, the “Special Distribution”), to Par Pacific, which Special Distribution shall include the following:

In no event shall the Special Distribution paid to Par Pacific exceed Ninety-Three Million Seven Hundred Thousand Dollars ($93,700,000) unless the Accrued Fees exceed Par Pacific’s pro rata share, based on its Percentage Interest, of the Initial Working Capital as of the Closing Date, in which case, subject to ▇▇▇▇▇’s consent (such consent not to be unreasonably withheld or denied) the Special Distribution may exceed that amount by the amount of such excess. For the avoidance of doubt, no such Special Distribution shall reduce or limit the Par Pacific Capital Commitment, nor shall it result in any issuance of Units, or otherwise affect the Percentage Interest of the Members.

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(b) With respect to such Special Distribution, upon written request from ▇▇▇▇▇, Par Pacific shall provide a guaranty from Par Pacific in a form reasonably acceptable to Alohi related solely to Par Pacific’s obligation in relation to the remaining amount required to complete the funding of the Par Pacific Capital Commitment.

(c) Subject to Section 4.3, Section 4.4 Section 4.5, and Section 4.6, to the extent permitted by the Act and other applicable Laws, and according to the Distribution Policy the Company shall distribute to the Members, and after having completed the Special Distribution, all Available Cash for distribution (“CAFD”) on a quarterly basis. CAFD shall be distributed to the Members, in proportion to the Percentage Interest of such Members (the “Required Distribution”).

(d) During the last two (2) weeks of the second Calendar Month of each Calendar Quarter, the Operator shall evaluate the projected Available Cash and Cash Reserves in order to make a preliminary determination and recommendation with respect thereto. On or before fifteen (15) days prior to the end of such Calendar Quarter, the Operator shall make such determination and provide written notice to each Member’s Director(s) of its recommendation regarding Cash Reserves and the amount of CAFD, together with information regarding the Company’s cash position, anticipated cash receipts and disbursements, and any other applicable information reasonably considered by the Operator. The Board shall, after consideration of the recommendation and information provided by the Operator, then determine Available Cash and Cash Reserves of the Company.

(e) For purposes of determining the amount of a Distribution, to the extent any successor to a Member (each, a “Successor”) is in possession of any Units, each Successor shall be treated as having made the Capital Contributions and as having received the distributions made to or received by its predecessors in respect of any of such Successor’s Units.

(f) To the extent that the Company distributes property in kind to the Members, the Company shall be treated as making a Distribution equal to the Fair Market Value, as determined in good faith by the Board, of such property for purposes of “Distributions” (as described in this Section 4.2) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value, as determined in good faith by the Board.

Section 4.3 Tax Distributions. No later than five (5) days prior to each date that any U.S. federal income tax payment (including estimated tax payments) is due for individuals (or, if earlier, corporations), the Company shall, to the extent the Company has cash available therefor (as determined by the Board in its sole discretion), make a distribution in cash (each, a “Tax Distribution”) to each Member in an amount equal to the product of (i) the cumulative net taxable income (including items allocated pursuant to Section 704(c) of the Code and the principles thereof) allocated by the Company to such Member for all taxable periods (as reasonably determined by the Board in good faith), and (ii) the highest combined U.S. federal, state, and local income tax rate applicable to a corporate taxpayer domiciled in Honolulu, Hawaii, less the cumulative amount of all prior distributions (including prior Tax Distributions) made to such Member pursuant to this Section 4.3.

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Section 4.4 Tax Credit Sale Proceeds.

(a) Subject to Section 4.1(b), if any tax credits are sold by the Company pursuant to Section 6418 of the Code, then the net cash proceeds from such sale shall be distributed to the Members in the same proportion as such proceeds are allocated pursuant to Section 4.1(e).

(b) With respect to tax credits available under Section 45Z of the Code, each Member may, independently of the other Members, elect to cause the Company to sell or retain all or any portion of such credits allocable to such Member under Section 4.1, in which case, such Member shall notify the Company in writing of the amount of such credits, if any, it wishes to have sold externally at least thirty (30) days prior to the Company’s tax return extended filing deadline. If a Member elects to cause the Company to sell such credits, the Company shall complete the sale to such third party at least thirty (30) days prior to the Company’s tax return extended filing deadline and the net cash proceeds from such sale shall be distributed as soon as reasonably practicable to such Member in accordance with Section 4.4(a). Any Member that elects to retain all or any portion of its share of tax credits available under Section 45Z of the Code allocable to such Member under Section 4.1 shall receive an allocation of those credits exclusively and shall not share in any cash proceeds from credits sold at the direction of the other Member(s).

Section 4.5 Withholding. If the Company is required by Law to make any payment to a Governmental Authority that is specifically attributable to a Member (or former Member) or a Member’s (or former Member’s) status as such (including, without limitation, federal, state, local or non-U.S. withholding, personal property, personal property replacement, unincorporated business taxes, taxes arising under the Partnership Tax Audit Rules, and taxes arising under Section 1446(f) of the Code), then the Company is authorized and directed to withhold from any distribution, or with respect to any allocation, made to a Member the amount of taxes required to be withheld or paid by the Company with respect to distributions or allocations to such Member as levied by any federal, state, local or non-U.S. taxing authority, and to pay over to any federal, state, local or non-U.S. taxing authority any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, local or non-U.S. Law, and such Member (or former Member) shall indemnify and contribute to the Company in full the entire amount paid (including interest, penalties and related expenses). The Board may in good faith offset distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation (or, if such Person is a successor or transferee to another Member, against such former Member’s obligation to indemnify and make contributions under this Section 4.5) to indemnify the Company under this Section 4.5. Any amounts withheld by the Company pursuant to this Section 4.5 shall be treated as having been distributed to such Member pursuant to this Article IV for all purposes of this Agreement and shall be offset against the current or next amounts otherwise distributable to such Member. A Member’s obligation to indemnify and make contributions to the Company under this Section 4.5 shall survive the termination, dissolution, liquidation and winding up of the Company or any Transfer or other disposition of a Unit held by such Member, and for purposes of this Section 4.5, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 4.5, including instituting a lawsuit to collect such indemnification and contribution with interest calculated at a rate equal to the Base Rate plus three percentage points per

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annum (but not in excess of the highest rate per annum permitted by law). Each Member hereby covenants and agrees on behalf of itself and its successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver such other information, instruments, documents, tax forms and statements reasonably requested by the Board and to take such other actions as may be reasonably necessary, advisable or appropriate to enable the Board to effectively carry out the purposes of the Company and this Agreement.

Section 4.6 Restrictions on Distributions. Notwithstanding anything to the contrary in this Article IV, no distribution shall be made if, and for so long as, such distribution would (a) violate any applicable Law, rule, regulation, order or directive of any Governmental Authority then applicable to the Company, or (b) violate any contractual covenant or agreement between the Company or any Subsidiaries, on the one hand, and any third party lender or other bona fide third party source of financing, on the other hand.

ARTICLE V

MANAGEMENT

Section 5.1 Board of Directors; Officers.

(a) Establishment. There is hereby established a committee of Member representatives (the “Board”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement.

(b) Authority. Except as set forth in this Agreement (including Section 5.3), any decisions to be made by the Board shall require the approval of a majority of the votes of the Board. Except as such power is delegated by a majority of the Board or such other number of Directors as would otherwise be required to approve such action in accordance with this Agreement, no Director acting alone, or with any other Directors, shall have the power to act for or on behalf of, or to bind the Company. Each Director shall be a “manager” (as such term is defined in the Act) of the Company but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement.

(c) Composition. Subject to this Section 5.1(c):

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(d) Board Observers. Each Member holding a Percentage Interest of ten percent (10%) or more shall have the right to designate two persons to participate in all meetings of the Board and all meetings of any executive (or comparable) committee thereof in a non-voting observer capacity (each such designee, a “Board Observer”). Any Board Observer shall not constitute a Director or member of the Board, and they shall not be entitled to vote on any matters presented at meetings of the Board or to consent to any matter as to which the consent of the Board shall have been requested.

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Subject to the following sentence, each Board Observer shall be entitled to receive notices, agendas and written documents in connection with such meetings and all other materials and documents distributed to the Board in connection with such meetings, in each case, at the time and as provided to the Board, to the same extent as the other members of the Board or such committee. No Board Observer shall owe any fiduciary duties to any member of the Company or any other Person as a result of this right to participate in meetings of the Board and any meetings of any committee thereof.

(e) Voting Power. Except as provided for in Section 3.5(e) with respect to a defaulting Member, each Director shall be entitled to cast one (1) vote with respect to each matter brought before the Board (or any committee of the Board) for approval, including the Chairman of the Board (the “Chairman”) who will not have any other vote in addition to his or her vote as a Director. Except as set forth in Section 5.3 or as otherwise required by this Agreement, all actions of the Board shall be taken by the affirmative vote of a majority of the Directors present at a duly convened meeting of the Board at which a quorum is present. If a Deadlock Matter arises, the provisions of Section 5.6 shall be applicable.

(f) Term; Resignation. Each Director shall hold office until a successor is duly appointed and qualified or until such Director’s earlier death, resignation, or removal as provided herein. Any Director may resign at any time by giving written notice to the Members and the Board. The resignation of any Director shall take effect upon receipt of such notice or at such later time as specified therein, and, unless otherwise specified, acceptance of such resignation shall not be necessary to make it effective.

(g) Replacement. Each Member shall have the right to replace for any or no reason any Director that such Member appointed upon notice to the other Member and the Company. If any Director ceases to be in office (upon death, resignation, removal or otherwise), then Par Pacific or Alohi, as applicable, shall use reasonable best efforts to select a replacement and to cause (with the reasonable cooperation of the other Member) such replacement to be seated as promptly as practicable.

(h) The Members agree that, during the term of this Agreement, they shall vote, or act by written consent with respect to, all Units held by them in a manner consistent with this Agreement. Except as set forth in this Section 5.1(c) or as otherwise provided by this Agreement, the Members shall be entitled to vote their Units on all other matters as they deem fit.

(i) Duties of the Board. Subject to Section 5.3, all matters not expressly reserved to the Members shall be deemed delegated to the Board. The Board shall establish the policies, procedures, and guidelines for the management of the affairs of the Company, which together with decisions taken by the Board shall be implemented by Officers and the management team of the Company.

(j) Fiduciary Duties of the Board. Subject to, and as limited by the provisions of, this Agreement, each of the Directors, in the performance of their duties as such, shall not, to the maximum extent permitted by the Act and other applicable Law, owe any duties (including fiduciary duties), notwithstanding anything to the contrary existing at law, in equity or otherwise; provided, however, that each such party shall act in accordance with the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing, to the maximum extent permitted by the Act and other applicable Law, Directors are permitted to act solely in the best interests of the Member

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who appointed such Director and not the Company. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of a Director otherwise existing at law or in equity or by operation of the preceding sentences, are agreed by the Members to replace such duties and liabilities.

(k) Compensation of Directors; Expenses. No Directors or Board Observers, including the Chairman, shall receive any stated salary for services in their capacity as Directors or Board Observers or be reimbursed for any out of pocket expenses incurred in connection with their duties as Directors or Board Observers.

(l) Officers.

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Section 5.2 Meetings of the Board.

(a) Quorum. Unless otherwise required by the Act, at each meeting of the Board, the presence in person or by any means contemplated by this Section 5.2, as appropriate, of one Par Pacific appointed Director and one ▇▇▇▇▇ appointed Director (if ▇▇▇▇▇ then has a right to appoint a Director in accordance with Section 5.1(c)) shall constitute a quorum for the transaction of business at any Board meeting; provided, however, that if ▇▇▇▇▇ appointed Directors have a right to attend a meeting of the Board where a matter is to be addressed and acted upon and, despite proper notice pursuant to the terms of this Agreement, (i) no Alohi appointed Director attends such meeting (where quorum would have been constituted but for such ▇▇▇▇▇ appointed Directors’ absence), or (ii) with respect to a meeting of the Board where a matter requiring Unanimous Board Approval is to be addressed and acted upon, all ▇▇▇▇▇ appointed Directors do not attend, in each case (of clauses (i) and (ii)), two consecutive meetings of the Board where such matter is to be addressed and acted upon, then no Alohi appointed Director’s presence or approval shall be required to constitute quorum at a subsequent meeting of the Board held to address, act upon and approve such matter even if such matter otherwise requires Unanimous Board Approval.

(b) Regular Meetings. Regular meetings of the Board shall be held at least quarterly, at such places, dates and times as may be fixed by mutual agreement of Par Pacific and Alohi, upon thirty (30) days’ prior written notice to each Director, which notice may be given by electronic communication; provided, however that if the agenda for any such meeting includes any matter requiring Unanimous Board Approval, other than in connection with an Emergency or change in Law affecting the Company or the Renewable Fuels Facility, then the notice requirement for such meeting shall be by no less than forty (40) days written notice.

(c) Special Meetings. Special meetings of the Board may be called by the Chairman or by any two Directors (which must consist of at least one Par Pacific appointed Director and one ▇▇▇▇▇ appointed Director (if Alohi then has a right to appoint a Director in accordance with Section 5.1(c)) upon seven (7) days’ prior written notice to each Director and the Company, which notice may be

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given by electronic communication and shall identify the purpose of the special meeting and the business to be transacted; provided, however that if the agenda for any such meeting includes any matter requiring Unanimous Board Approval, other than in connection with an Emergency or change in Law affecting the Company or the Renewable Fuels Facility, then the notice requirement for such meeting shall be by no less than forty (40) days written notice.

(d) Board Materials. Prior to each meeting of the Board, the Company shall use commercially reasonable efforts to deliver to each Director such materials as are customary for a business similar in size to the Company (and owning a project of similar size to the Renewable Fuels Facility) and operating in the fuels manufacturing business. Such materials may include, without limitation, historical and forecasted operating performance data, historical and forecasted financial data, market commentary, a progress update on the Company’s goals and strategic initiatives, and any other information reasonably proposed to be included by a Director, in each case, for or in relation to the Company.

(e) Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board, or any committee designated by the Board, may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by at least the same number of Directors as would be required to approve such action if taken at a meeting of the Board.

(f) Telephonic Conference Meeting. Directors may participate in meetings by means of a conference telephone, videoconference, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not properly noticed, called or convened. Any meeting convened by telephone or similar communications equipment shall be deemed to have occurred at the location of origination.

(g) Waiver of Notice Through Attendance. Attendance of a Director at any meeting of the Board or any committee thereof (including by telephone) shall constitute a waiver of notice of such meeting, except where such Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly noticed, called or convened.

(h) Committees of the Board. The Board may designate one or more committees, each such committee consisting of one or more of the Directors; provided, however, that so long as ▇▇▇▇▇ holds the right to appoint at least one (1) Director pursuant to this Agreement, each such committee shall include at least one (1) Director appointed by ▇▇▇▇▇.

(i) Reliance on Books, Reports and Records. Each Director and each member of any committee designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Director or committee member reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

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(j) Cooperation by Members and the Company. Each of the Members and the Company agree to take such action, or refrain from taking such action, as is within its reasonable control to effect the provisions of this Article V, including causing any Director nominated thereby to take or refrain from taking action for the foregoing purpose. Furthermore, each Member hereby agrees to take all actions necessary to call, or cause the Company or the Directors to call, a special or annual meeting of the Members of the Company and to vote at any such annual or special meeting in favor of, or take all actions by written consent in lieu of any such meeting necessary to cause, the election as Directors of the Board of those individuals so designated in accordance with, and otherwise to effect the intent of this Article V.

Section 5.3 Matters Requiring Unanimous Board Approval and Alohi Approval.

(a) Subject to Section 5.4 and except as set forth in Section 5.6, from and after the Effective Date, in addition to other matters that require Unanimous Board Approval under this Agreement, unanimous board approval (provided that if at any time Alohi is not entitled to appoint any Director in accordance with Section 5.1(c), such unanimous board approval shall be effective without the approval of any Alohi-appointed Director) (such unanimous board approval, “Unanimous Board Approval”), shall be required for the following matters:

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(b) Subject to the proviso at the end of this Section 5.3(b), the following actions shall require ▇▇▇▇▇’s consent (not to be unreasonably withheld, conditioned or delayed) even if ▇▇▇▇▇ holds a Percentage Interest of less than ten percent (10%) but at least five percent (5%):

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provided, however, that, in considering and determining whether to grant the consents contemplated under clauses (iii) and (iv) of this Section 5.3(b), Alohi shall, prior to ▇▇▇▇▇’s authorization, approval or consent, reasonably consider Par Pacific’s good faith recommendations and considerations with respect to such proposal (which may include Par Pacific’s recommendations and considerations as to the best interest of the Company); provided, further, that any such decision by ▇▇▇▇▇ shall be in Alohi’s sole and absolute discretion.

(c) Subject to the proviso at the end of this Section 5.3(c), the following actions shall require ▇▇▇▇▇’s consent:

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provided, however, that prior to ▇▇▇▇▇’s authorization, approval or consent on the matters provided for in this Section 5.3(c), Alohi shall, prior to Alohi’s authorization, approval or consent, reasonably consider Par Pacific’s good faith recommendations and considerations with respect to such proposal (which may include Par Pacific’s recommendations and considerations as to the best interest of the Company); provided, further, that any such decision by Alohi shall be in Alohi’s sole and absolute discretion.

Section 5.4 Pre-approved Agreements. By execution of this Agreement, the Members and their respective appointed Directors shall be deemed to have consented to or approved the execution, delivery, entry into, and performance by the Company or any applicable Subsidiary of the following agreements and transactions without any further approvals by the Board or any Member (other than as expressly set forth in this Section 5.4):

(a) the budget required to reach the Commercial Operation Date and attached to the Construction Management Agreement, and attached hereto as Exhibit D;

(b) any group insurance policies or programs (including self-insurance programs) in which the Company participates with its Affiliates (provided, that the annual premiums payable by the Company in connection with such participation shall be included in the Operating Budget for each Calendar Year);

(c) approval of an operating and financial plan of the Company (the “Business Plan”), as agreed to between Par Pacific and Alohi and attached hereto as Exhibit E;

(d) the Operating Agreement;

(e) the Services Agreement;

(f) the Construction Management Agreement;

(g) the Terminalling Agreement;

(h) the Facilities Agreement; and

(i) the Intermediation Financing.

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Section 5.5 Operating Budget and Business Plan.

(a) The Initial Operating Budget is attached hereto as Exhibit F and shall be the initial Approved Operating Budget without further approval by the Board. Except as provided in Section 5.6, the Board shall approve, by Unanimous Board Approval each subsequent Operating Budget (or any material change thereto) for the relevant Fiscal Year (the “Approved Operating Budget”); provided, however, that any amendment to the then-existing Operating Budget pursuant to Section 4.4 of the Operating Agreement to reflect an Approved Required Upgrade shall not require such Unanimous Board Approval. In the event that no Operating Budget for any Fiscal Year is approved prior to the first day of such Fiscal Year, Default Operating Budget shall be adopted, and shall continue in effect with such modifications as are necessary to cause such prior Approved Operating Budget to comply with the Business Plan until the approval of a new Operating Budget in accordance herewith or otherwise in accordance with the Operating Agreement.

(b) Each subsequent Business Plan shall be prepared every five (5) years, and the Board may approve the modification or replacement of the Business Plan subject to obtaining Unanimous Board Approval.

Section 5.6 Deadlock.

(a) Prior to the end of the Lockup Period, if the Board fails to approve any decision regarding (i) the Operating Budget, (ii) any other decisions reasonably required by the occurrence of an Emergency or change in law, in each case affecting the Renewable Fuels Facility ((i) and (ii), each a “Deadlock Matter”), or (iii) any other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail the nature and extent of the Deadlock Matter or Unapproved Matter, request that the Members convene one or more meetings to attempt to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management of each Member (at the title of Senior Vice President or equivalent) during the thirty (30) days after the occurrence of such Deadlock Matter (the “Deadlock Period”).

(b) Prior to the end of the Lockup Period, if a Deadlock Matter has not been resolved within the Deadlock Period through the good faith negotiations described in Section 5.6(a), Par Pacific shall have the authority to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised its authority to resolve the first such Deadlock Matter, then Par Pacific may not unilaterally resolve the second occurrence of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at the end of the Deadlock Period (an “Unresolved Deadlock”), ▇▇▇▇▇ shall have the right to sell its Membership Interests in the Company (subject to compliance with the process and rights as described under Article IX as if such sale were taking place after the expiration of the Lockup Period) regardless of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3.

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Section 5.7 Termination of Facilities Agreement. Notwithstanding anything in the Operating Agreement, the Facilities Agreement, or this Agreement to the contrary, Par Pacific hereby acknowledges and agrees that the term of the Facilities Agreement shall be co-terminus with the term of the Operating Agreement, and Par Pacific shall not (and shall cause its Affiliates, including PHR, not to) cause the Facilities Agreement to be terminated prior to the expiration or earlier termination of the Operating Agreement unless required pursuant to applicable Law; provided, however, that if the Facilities Agreement is required to be terminated pursuant to applicable Law prior to the expiration or earlier termination of the Operating Agreement, Par Pacific shall (and shall cause its Affiliates to) use commercially reasonable efforts to replace the Facilities Agreement with a lease or similar arrangement to effectuate, to the extent commercially reasonable, the intent of the transactions contemplated by this Agreement and the Commercial Agreements; provided, further, if such transition is not possible despite Par Pacific’s commercially reasonable efforts to transition into such substitute agreement, and the Facilities Agreement is terminated prior to the Operating Agreement, Alohi’s rights under Section 5.3(c)(vi), Section 7.1(c), and Section 10.2 shall be applicable.

ARTICLE VI

BOOKS AND BANK ACCOUNTS

Section 6.1 Maintenance of Books.

(a) The Company shall keep or cause to be kept at its Registered Office complete and accurate books and records of the Company, including minutes of the proceedings of the Board, any committee thereof and the Members. The records shall include, but not be limited to, a copy of the Certificate of Formation and this Agreement, and all amendments thereto.

(b) The Company shall make the financial statements and books and records of the Company available to any Member in such forms and at such times as reasonably required by the Member upon request and reasonable notice, subject to the provisions of the Act. The Company shall also make available to any Member, upon request and reasonable notice, subject to the provisions of the Act, copies of any information made available by the Company to any counterparty to any contract with the Company or to any lender that is party to any financing agreement with the Company.

Section 6.2 Accounts. The Company may establish one or more separate bank and investment accounts and arrangements for the Company, which, if so established, shall be maintained in the Company’s name with financial institutions and firms that the Board may determine.

Section 6.3 U.S. Tax Classification. The Members intend that the Company will be taxed as a partnership for United States federal and applicable state and local income tax purposes. The Members agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute with respect to their Units and agree not to elect for the Company to be treated as a corporation, or an association taxable as a corporation, under the Code or any similar state statute.

Section 6.4 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement and U.S. federal income tax purposes shall be the Calendar Year.

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Section 6.5 Reports and Accounting; Access.

(a) Quarterly Reports. Within forty five (45) days after the close of each of the first, second and third quarters of each Fiscal Year, and within sixty (60) days after the close of the fourth quarter of each Fiscal Year, the Company shall cause to be furnished to each Member quarterly (and year-to-date) unaudited financial statements of the Company prepared in accordance with GAAP (but without footnotes and subject to year end audit adjustments), including (i) balance sheets showing the Company’s financial position as of the end of such calendar quarter, (ii) supporting profit and loss statements, and (iii) statements of cash flows for such calendar quarter.

(b) Annual Reports. Within ninety (90) days after the end of each Fiscal Year, the Company shall cause to be furnished to each Member audited financial statements with respect to such Fiscal Year of the Company, consisting of (i) balance sheets showing the Company’s financial position as of the end of such Fiscal Year, (ii) supporting profit and loss statements, and (iii) statements of cash flows for such year (together, the “Financial Statements”), unless such statements are required earlier for regulatory or Securities and Exchange Commission reporting requirements of either Member. The Financial Statements shall be prepared in accordance with GAAP and shall be audited by a nationally-recognized accounting firm.

(c) Access. Each Member holding a Percentage Interest of ten percent (10%) or more (provided all Units held by an Affiliate of such Member shall be attributed to a Member for this purpose), shall have the right, at reasonable times during normal business hours and upon reasonable notice, to (i) inspect the books and records (including tax returns and any supporting work papers and other documentation related thereto) and other business files, contracts and agreements of the Company and (ii) meet and consult with management employees of the Company and any Subsidiaries regarding their business and activities. The Company and any Subsidiaries shall use reasonable efforts to cause to be delivered to any Member such other information as such Member may reasonably request, including in connection with the determination of its federal, state, local or other tax liability.

(d) Costs and expenses relating to the preparation and delivery of unaudited and audited financial statements of the Company shall be Operating Expenses of the Company; provided, that incremental costs for early delivery of the audited financial statements shall be paid by the Member requesting such statements.

Section 6.6 Tax Elections. The Company shall make the following federal income tax elections on the appropriate Company Tax Returns:

(a) to the extent permitted under Code Section 706, to elect the Calendar Year as the Company’s taxable year;

(b) to elect the accrual method of accounting;

(c) to elect to amortize any organizational and start-up expenses of the Company ratably over a period of one hundred eighty (180) months as permitted by Code Section 709(b); and

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(d) if a valid election to adjust the basis of the Company’s properties under Code Section 754 is not already in effect, to elect and to reelect, as necessary, pursuant to Code Section 754, to adjust the basis of the Company’s properties, including for any taxable year in which a distribution of the Company’s property as described in Code Section 734 occurs, or a transfer of a Unit as described in Section 743 of the Code occurs; provided, that such transferee shall reimburse the Company promptly for all costs associated with such basis adjustment, including bookkeeping, appraisal and other similar costs.

Section 6.7 Tax Matters.

(a) Par Pacific is hereby designated as the Company’s “partnership representative” for purposes of the Partnership Tax Audit Rules (the “Partnership Representative”), and shall cause to be prepared and shall sign all Tax Returns of the Company and, subject to the rights of the Members and the obligations and limitations imposed on the Partnership Representative in this Section 6.7, shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a partnership representative, to the extent provided in the Partnership Tax Audit Rules. The Partnership Representative is hereby granted the corresponding designation under any state, local or non-U.S. Laws. The Partnership Representative is hereby directed and authorized to take whatever steps the Partnership Representative, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. If the Partnership Representative is not an individual, then the Partnership Representative shall appoint a “designated individual” in accordance with Section 301.6223-1(b)(3) of the Regulations (the “Designated Individual”).

(b) The Partnership Representative shall be authorized to take any actions necessary, with respect to any audit, examination or investigation of the Company by any taxing authority or any other tax-related administrative or judicial proceeding with respect to the Company (any such proceeding, a “Tax Proceeding”); provided, that the Partnership Representative shall (i) provide each Member with a copy of any notice related to any Material Tax Proceeding that the Company or the Partnership Representative receives from a Governmental Authority within ten (10) days of receipt, (ii) keep each Member reasonably informed of any Material Tax Proceeding, and shall consider any comments of such Member in respect of such Tax Proceeding in good faith (including comments to submissions by the Company or the Partnership Representative in connection with such Tax Proceeding), (iii) allow each Member an opportunity to participate in all such Tax Proceedings, (iv) advise and consult with each Member as to Material proposed adjustments to the federal or state income Tax Returns of the Company and (v) not take any action that is prohibited by Section 6.6 and this Section 6.7. Subject to the Partnership Representative’s compliance with Section 6.6 and this Section 6.7, each Member acknowledges and agrees that both the Company and the Members will be bound by the actions taken by the Partnership Representative in connection with any Tax Proceeding. In connection with any Tax Proceeding, each Member and former Member shall provide such information, and shall execute, certify, acknowledge and deliver such documents and certifications, as the Partnership Representative may reasonably request, including any information necessary to reduce the amount of any resulting tax required to be paid by the Company, subject, in each case, to the preservation of attorney-client privilege.

(c) For any issue or matter relating to any Fiscal Year, the Partnership Representative shall not, without the consent of each Member (not to be unreasonably withheld, condition or delayed) (i) enter into a settlement agreement with the IRS relating to any Company item for any Fiscal Year that would disproportionately and materially adversely impact such Member as compared to the other Members; or (ii) make a “push-out” election pursuant to Section 6226(a) of the Code or elect the “pull-in” procedure pursuant to Section 6225(c) of the Code.

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(d) Except as otherwise provided in Section 6.6 and this Section 6.7, the Partnership Representative may make or refrain from making any tax elections for the Company allowed under the Code or the tax Law of any state or other jurisdiction having taxing jurisdiction over the Company. Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Partnership Representative, in the Partnership Representative’s capacity as such, shall make any election or take any action with respect to taxes that would reasonably be expected to disproportionately and materially adversely impact any Member as compared to the treatment of the other Members without the prior written consent of such adversely affected Member, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) Any taxes, penalties, and interest payable by the Company or any fiscally transparent entity in which the Company owns an interest under Code Sections 6221 through 6235 will be treated as specifically attributable to the Members, and the Partnership Representative will use reasonable best efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Partnership Representative; provided, however, that in the event a Member disagrees with the Partnership Representative’s allocation of the burden of (or any diminution in distributable proceeds resulting from) any material amount of such taxes, penalties or interest, then the Members and the Partnership Representative shall jointly select an accounting firm to review and determine the appropriate allocation, which allocation shall be binding on the Partnership Representative and the Members. In connection with the foregoing, to the extent that the Company is assessed amounts under Section 6221(a) of the Code (and without duplication of the provisions of Section 4.5), each current or former Member to which the assessment relates will remit to the Company, within thirty (30) days’ written notice by the Partnership Representative, an amount equal to such Member’s allocable share of the assessment, including such Member’s allocable share of any interest imposed on the Company.

(f) Any reasonable cost or expense incurred by the Partnership Representative in connection with its duties as Partnership Representative or by the Designated Individual or any other Member discharging the duties of the Partnership Representative shall be paid by the Company.

(g) The Board shall be entitled to designate a replacement Partnership Representative.

Section 6.8 Tax Returns.

(a) The Company shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all federal, state and local Tax Returns required to be filed by the Company. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s Tax Returns to be timely prepared and filed.

(b) The Company shall use commercially reasonable efforts to furnish to the Members, by no later than March 31 of each year, an estimate of all items of Company income, gain, loss, deduction, and credit of the Company and the Members’ respective allocable shares thereof expected to be reported on the Tax Return to be filed by the Company for the immediately preceding taxable year.

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(c) The Company shall furnish to the Members the Tax Return proposed to be filed by the Company no less than thirty (30) days prior to the date (as extended) on which the Company is required to file such Tax Return.

(d) Costs of Preparation. The Company shall bear the costs of the preparation and filing of its returns.

Section 6.9 Cooperation. Subject to the provisions of this Article VI, each Member shall provide the Company with such assistance as may reasonably be requested by the Company in connection with the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to the liability for any taxes with respect to the operations of the Company or the allowance or disallowance or recapture of any tax credits relating to the business of the Company.

ARTICLE VII

DISSOLUTION & BUYOUT

Section 7.1 Dissolution Events. Subject to Section 7.2, each of the following items in Section 7.1(a), Section 7.1(b) and Section 7.1(c), is a “Dissolution Event”:

(a) The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:

(b) Subject to Section 7.2(a)(i), either Member shall have the right, in its sole discretion, to elect to dissolve the Company by delivering written notice to the other Member upon the occurrence of a Force Majeure or Destruction Event that the Members are unable to resolve through the applicable process described in Section 10.4.

(c) Subject to Section 7.2(a)(i), Alohi shall have the right, in its sole discretion, to elect to dissolve the Company by delivering written notice to Par Pacific in the event that the applicable agreement is terminated pursuant to Section 5.3(c)(vi).

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Section 7.2 Buyout.

(a) Par Pacific shall have the right to buyout all of ▇▇▇▇▇’s Units in the following circumstances:

(b) Within ninety (90) days following delivery of a Buyout Notice, Par Pacific shall pay to Alohi the Buyout Price and Alohi shall be obligated to sell all of the Units held thereby free and clear of any liens or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities Laws). The Buyout shall be consummated pursuant to a purchase agreement to be in a form agreed upon by the Members in good faith prior to the consummation of any such Buyout. The purchase agreement shall contain typical provisions for a transaction of this type; provided, that Alohi shall only be required to represent and warrant as to (i) its authority to sell, (ii) the enforceability of agreements against Alohi, (iii) that the Units to be Transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities Laws), (iv) that it is the record and beneficial owner of such Units, and (v) that it has obtained or made all necessary consents, approvals, filings and notices from Governmental Authorities or third parties to consummate the Buyout.

Section 7.3 Distributions on Dissolution.

(a) The Members hereby appoint the Member with the largest Percentage Interest upon the occurrence of a Dissolution Event to act as the liquidator (the “Liquidator”), and in such capacity, such Member shall constitute a “liquidating trustee” under the Act. Upon a Dissolution Event, the business of the Company shall be continued only to the extent necessary to allow an orderly winding

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up of its affairs. The Liquidator will (i) prepare (or cause to be prepared) a statement setting forth the assets and liabilities of the Company as of the date of dissolution and shall provide a copy of such statement to all of the Members, and (ii) proceed diligently and in good faith, and in an orderly, businesslike and commercially reasonable manner, to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The Liquidator may sell, and will use commercially reasonable efforts to obtain the best possible price for, any or all Company property, including to Members. For the avoidance of doubt:

(b) Upon the winding up of the Company, the Company’s assets shall be distributed:

(c) The distribution of cash and property to a Member in accordance with the provisions of this Section 7.3 constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member on its Units in the Company of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return Capital Contributions of each Member, such Member shall have no recourse against the Company or any other Member.

Section 7.4 No Withdrawal by Members. Except as expressly provided in this Agreement, a Member may not withdraw from the Company prior to its dissolution and winding up, and no Unit is redeemable or re-purchasable by the Company at the option of a Member. Except as expressly provided in this Agreement, no event affecting a Member (including death, Bankruptcy or insolvency) shall affect its obligations under this Agreement or shall affect the Company.

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ARTICLE VIII

INDEMNIFICATION

Section 8.1 Limitations on Liability of Members. Notwithstanding any other provision in this Agreement, the liability of each Member shall be strictly limited to the amount of its respective Capital Contribution to the Company. Neither Member shall, under any circumstances, be liable for or subject to any obligations, liabilities, or debts of the Company beyond its Capital Contribution, whether arising from contracts, torts, statutory obligations, or otherwise. For the avoidance of doubt, and except in the case of fraud, no Member shall be held responsible for any credit, financial, or operational obligations of the Company or any claims made by third parties against the Company.

Section 8.2 Indemnification of Members, Directors and other Eligible Persons.

(a) To the extent not inconsistent with applicable Law, every Eligible Person shall be indemnified by the Company against all Liability and reasonable Expense that may be incurred by him or her in connection with or resulting from any Claim, if such Eligible Person is determined to have acted in good faith, in what he or she reasonably believed to be the best interests of the Company or at least not opposed to its best interests and, in addition, with respect to any criminal Claim is determined to have had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Claim, by judgment, order, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that an Eligible Person did not meet the foregoing standards of conduct set forth in this Section 8.2(a).

(b) The term “Claim” as used in this Section 8.2 shall include every pending, threatened or completed claim, action, suit or proceeding and all appeals thereof (whether brought by or in the right of this Company or any other Person or otherwise), civil, criminal, administrative or investigative, formal or informal, in which an Eligible Person may become involved, as a party or otherwise:

(c) The term “Eligible Person” as used in this Section 8.2 shall mean every Person (and the estate, heirs and personal representatives of such Person) who is or was a Member, Director, Partnership Representative, Officer, employee or agent of the Company or is or was serving at the request of the Company as a member, director, board observer, officer, employee, agent or fiduciary of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust or other organization or entity, whether for profit or not.

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(d) The terms “Liability” and “Expense” as used in this Section 8.2 shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of, an Eligible Person.

(e) The rights of indemnification provided in this Section 8.2 shall be in addition to any rights to which any Eligible Person may otherwise be entitled. Irrespective of the provisions of this Section 8.2, the Board may, at any time and from time to time, approve indemnification of any Eligible Person to the full extent permitted by the provisions of applicable Law at the time in effect, whether on account of past or future transactions.

(f) The Company shall purchase and maintain insurance on behalf of any Eligible Person against any Liability asserted against him or her or any Liability or Expense incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him against such Liability or Expense.

(g) Expenses incurred by an Eligible Person with respect to any Claim, shall be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Eligible Person to repay such amount if he or she is determined not to be entitled to indemnification.

(h) The provisions of this Section 8.2 shall be deemed to be a contract between the Company and each Eligible Person, and an Eligible Person’s rights hereunder shall not be diminished or otherwise adversely affected by any repeal, amendment or modification of this Section 8.2 that occurs subsequent to such Person becoming an Eligible Person.

(i) The provisions of this Section 8.2 shall be applicable to Claims made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.

(j) Notwithstanding anything to the contrary in this Agreement, in no event shall any amendment, supplement or other modification to the provisions of this Section 8.2 or any other provisions of this Agreement reduce the rights, entitlements or benefits of any Eligible Person under the provisions of this Section 8.2.

(k) The provisions of this Section 8.2 shall survive the termination of this Agreement as to matters that occurred prior to such termination.

Section 8.3 Reliance. Each Director and Officer (if any) shall be fully protected in relying in good faith (a) upon the records of the Company and the Subsidiaries and upon such information, opinions, reports or statements presented to such Director or Officer by any service provider to the Company as to matters that the Director or Officer reasonably believes are within such Person’s professional or expert competence, and (b) in respect of any specific matter or circumstance requiring interpretation, application, or enforcement of agreements to which the Company or any Subsidiary is a party, such Director or Officer may rely conclusively on the advice of legal counsel and/or qualified industry consultants engaged to advise the Director or Officer or the Company with respect to such matter or circumstance.

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Section 8.4 Insurance. The Company shall maintain “directors’ and officers’ insurance” and “errors and omissions’ insurance” policies in respect of the Persons who are Directors and Officers (if any) of the Company in a face amount determined by the Board.

Section 8.5 Indemnification by Members.

(a) Subject to Section 12.15, each Member (the “Indemnifying Member”) shall indemnify and hold harmless the other Member, its Affiliates and its and their respective officers, directors, stockholders, members and equity partners (collectively, the “Member Indemnified Parties”) from and against all Losses that the Member Indemnified Parties incur arising from or out of any breach of representation, warranty, covenant, obligation or agreement under this Agreement.

(b) Notwithstanding anything to the contrary herein, the Members shall have a duty to use commercially reasonable efforts to mitigate any Losses arising out of or relating to this Agreement or the transactions contemplated hereby that are subject to indemnification pursuant to Section 8.5(a) hereof.

(c) If, pursuant to a final and non-appealable decision, any Member Indemnified Party is entitled to recover Losses in respect of a claim of indemnification under Section 8.5(a) above (“Indemnifiable Amounts”), and such Indemnifiable Amounts have not been paid in accordance with this Agreement, then until the full amount of such Indemnifiable Amounts is received in respect of such claim of indemnification by the Person indemnified under such provisions (the “Reimbursed Party”) in addition to all Available Cash that such Reimbursed Party is otherwise due hereunder, all Available Cash that would otherwise have been paid to the Indemnifying Member required to pay such Indemnifiable Amount shall instead be paid to the Reimbursed Party until such Reimbursed Party has received an amount equal to the sum of the Indemnifiable Amounts plus all Available Cash that such Reimbursed Party is otherwise due hereunder during the period that Indemnifiable Amounts are being paid to the Reimbursed Party.

ARTICLE IX

TRANSFERS

Section 9.1 General Restrictions on Transfers..

(a) A Member may Transfer all or any portion of its Units, or any interest, rights or obligations with respect thereto, only in accordance with and subject to the provisions of this Article IX and Article X.

(b) Except as otherwise provided in this Agreement with respect to certain specified Transfers, any purported Transfer of a Unit that does not strictly comply with this Article IX and Article X shall be null and void ab initio and of no force or effect whatsoever, and the Company shall not recognize such Transfer. The Member purporting to Transfer all or any portion of its Units in violation of this Article IX or Article X shall indemnify the Company and the other Members from and against any losses, damages, costs, or expenses (including any incremental tax liabilities and attorneys’ fees) resulting from that violation or the enforcement of this indemnity. Nothing in this Agreement shall limit any right or remedy that any Member may have against another Member for an unauthorized Transfer of Units.

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(c) Notwithstanding anything to the contrary in this Agreement, no Unit may be Transferred (and the Company shall not recognize for any purpose a purported Transfer of Units) unless:

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(d) Upon request of a non-transferring Member, the Member making such Transfer, or the Person to which such Transfer is made, shall deliver to the Company an opinion of counsel (which counsel shall be reasonably satisfactory to the non-transferring Member) with respect to any of the matters set forth in Section 9.1(c)(i), Section 9.1(c)(iv) or Section 9.1(c)(ix).

(e) Any transferee of the whole or any part of a Unit in a Transfer that is permitted under, and has satisfied the conditions set forth in, the provisions of this Article IX shall become a Member in place of the transferring Member with respect to such Transferred Unit or portion thereof.

(f) Unless the transferor and transferee in a Transfer satisfying the conditions of this Article IX otherwise agree in writing, and give written notice of such agreement to the Company at least five (5) days prior to the Transfer, all distributions declared to be payable to the transferor at or prior to such Transfer shall be made to the transferor. No Transfer shall relieve the transferor of any of their obligations or liabilities under this Agreement arising prior to the closing of the consummation of such Transfer.

(g) Subject to compliance with the provisions of this Article IX, a Member may Transfer less than all of its Units.

(h) Notwithstanding anything to the contrary in this Agreement, and subject to compliance with the provision of this Article IX, if a Member determines to Transfer its Units, the other Members shall (i) reasonably cooperate with a Selling Member in connection with the Transfer, and (ii) use reasonable best efforts to amend this Agreement and/or the organizational documents of the Company, as necessary, to effectuate the addition of the transferee with respect to such Transfer as a member of the Company, so long as, in each case, no other Member’s rights as set forth herein are adversely affected by such actions in any respect.

(i) No Units may be Transferred to a Company Competitor by any Member or any of its Affiliates.

(j) Notwithstanding anything to the contrary in this Agreement, no Member shall pledge, hypothecate, grant a security interest in, or otherwise encumber its Units without the prior written consent of the other Members. Any foreclosure, enforcement action, or other realization upon such pledge or security interest shall constitute a Transfer for all purposes of this Agreement and shall be subject to the restrictions set forth in this Article IX, including the provisions in Section 9.4.

(k) Notwithstanding anything in this Agreement to the contrary, no transaction involving a Par Pacific Change of Control shall be a Transfer under this Agreement or otherwise be subject to any provision, or give rise to any right, under this Article IX.

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Section 9.2 Capability Restriction on Transfers; Change of Control.

(a) Ownership Capability. In addition to the other restrictions on transfer set forth under this Article IX, if Par Pacific proposes to Transfer fifty percent (50%) or more of its Units in the Company to a third party, such Transfer shall not be effective unless the transferee has the requisite Ownership Capability. Upon request, Par Pacific shall provide the Company and the other Members with reasonable evidence of the transferee’s Ownership Capability prior to the consummation of the Transfer.

(b) Change of Control.

Section 9.3 Lockup Period.

(a) Except as otherwise provided herein, no Member may, during the period beginning on the Effective Date and ending on the third (3rd) anniversary of the Effective Date (the “Lockup Period”), transfer all or any portion of its Units without the prior written consent of the other Member; provided, however, if the Commercial Operation Date is not achieved by the Outside Commercial

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Operation Date, the Lockup Period and provisions of this Section 9.3(a) shall no longer be applicable, and Alohi shall have the right, in its sole discretion, subject to Section 9.1 and Section 9.4, to sell, Transfer or otherwise dispose of its Units a purchasers for cash, cash equivalents or readily marketable securities without the consent of any other Member or the Board.

(b) Subject to the provisions of this Article IX, at any time or times after the Lockup Period, any Member may Transfer its Units to one or more purchasers for cash, cash equivalents or readily marketable securities without the consent of any other Member or the Board.

Section 9.4 Right of First Offer. If at any time following the Lockup Period, a Member or group of Members (the “Selling Member”) proposes to Transfer any or all of its Units to a third party in a transaction that is otherwise not prohibited by this Agreement, then the following provisions shall apply:

(a) The Selling Member shall deliver a written notice (“ROFO Notice,” and the date such ROFO Notice is provided, the “ROFO Notice Date”) to the other existing Members (the “Buying Member”). The ROFO Notice shall state (i) the Selling Member’s bona fide intent to Transfer Units, and (ii) the number of Units that the Selling Member proposes to Transfer (such number being referred to as the “Offered Units”).

(b) Upon receipt of the ROFO Notice, the Buying Member shall have a period of thirty (30) Business Days (the “ROFO Response Period”) to notify the Selling Member by delivering written notice of its desire to purchase the Offered Units (a “ROFO Acceptance Notice”).

(c) If the Buying Member delivers a ROFO Acceptance Notice to the Selling Member, both Members shall use good faith efforts to negotiate exclusively and execute a definitive agreement within forty-five (45) Business Days (the “ROFO Negotiation Period”) from the date of such notification.

(d) If the Buying Member (i) declines the ROFO Notice; (ii) fails to respond within the ROFO Response Period; or (iii) fails to execute a definitive agreement within the ROFO Negotiation Period, the Selling Member shall have the right to transfer its Units to a third party without the prior written consent of the other Members. Any such transfer to a third party shall be on terms substantively at least as favorable to the Selling Member as were last offered by the Buying Member and declined by the Selling Member.

(e) If the Selling Member does not execute a definitive agreement with a third party for the transfer of its Units within ninety (90) Business Days after the expiration of the ROFO Response Period or the ROFO Negotiation Period, the term of this Section 9.4 shall be reinstated in its entirety.

(f) For the avoidance of doubt, prior to delivering the ROFO Notice, the Selling Member may engage in preliminary, non-binding discussions with potential third-party purchasers solely to gauge market interest and indicative pricing, provided that no binding offers or commitments are made during this phase.

(g) Notwithstanding anything to the contrary in this Section 9.4, the ROFO set forth herein shall not apply to any Transfer by a member of Alohi, of one-hundred percent (100%) of its membership interests in Alohi to the other Person that is a member of Alohi on the Effective Date.

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Section 9.5 Tag-Along Rights.

(a) If, after complying with Section 9.4, a Selling Member desires to sell to a third party, in one or a series of related transactions:

then the Selling Member will provide the other Members with the right to participate in, and Transfer all of such Member’s Units in connection with, such Transfer of Offered Units by the Selling Member pursuant to the terms of this Section 9.5 (in each case, a “Tag-Along Transfer”).

(b) If applicable pursuant to Section 9.5(a), prior to any proposed Tag-Along Transfer, the Selling Member shall provide the other Members with a written notice (the “Tag-Along Notice”), which shall include (i) the identity of the prospective transferee(s) (the “Tag-Along Transferee”), (ii) the aggregate number of Units the Tag-Along Transferee is willing to purchase, and (iii) the consideration and material terms and conditions upon which the proposed Transfer is to be made. Following receipt of a Tag-Along Notice, each other Member shall have thirty (30) days (the “Tag-Along Period”) to, in its sole discretion, exercise and deliver a written notice of its election to exercise its right to sell its Units on the terms set forth in the Tag-Along Notice (the “Tag-Along Right”).

(c) Each Member who has exercised its Tag-Along Right (a “Tag-Along Member”) shall have the right, in its sole discretion, to sell all of the Units then held by such Tag-Along Member (the “Tag-Along Units”). The number of Units (the “Tag-Along Offered Units”) that the Selling Member can sell in the proposed sale to the Tag-Along Transferee shall be determined as follows:

If the conditions set out in this Section 9.5(c)(i) are not satisfied, the Selling Member may, in its sole discretion, either withdraw the proposed Transfer or proceed with a proposed Transfer in accordance with Section 9.5(c)(ii) below.

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(d) The Tag-Along Units will be included in the Tag-Along Transfer on the same terms and subject to the same conditions set forth in the Tag-Along Notice and applicable to the Tag-Along Offered Units that the Selling Member is selling (except that (i) the price payable to Tag-Along Members shall be subject to the Ceiling Price as established under Section 9.5(i), and (ii) governmental consents and approvals shall be obtained by each Tag-Along Member as required under applicable Law, even if different from those required from the Selling Member in connection with the Tag-Along Transfer).

(e) If any non-Selling Member does not exercise its Tag-Along Right within the Tag-Along Period, the Selling Member and any Tag-Along Member shall have the right to Transfer the Offered Units and Tag-Along Units to the Tag-Along Transferee within one hundred and eighty (180) days after the expiration of such Tag-Along Period and, if the primary reason such Transfer is not then consummated is for failure to obtain regulatory consents or approvals that are conditions to closing in such transaction and such consents and approvals can reasonably be obtained, within one hundred (100) days thereafter, on terms no more favorable than those set forth in the Tag-Along Notice.

(f) Each Tag-Along Member agrees that it will execute such other agreements as the Selling Member may reasonably request in connection with the consummation of a Tag-Along Transfer and the transactions contemplated thereby, including any purchase agreement, proxies, custody agreements, powers of attorney, written consents in lieu of meetings or waiver of appraisal rights.

(g) In the event of an indirect Transfer, where the value of the transferred Units is not individually ascertainable due to such transfer being part of a larger transaction (an “Indirect Transfer Sale”), then the consideration payable to a Tag-Along Member for such Tag-Along Units as it applies under this Section 9.5, shall be based upon an allocation of the consideration offered in such Indirect Transfer Sale on a pro rata basis using the Fair Market Value, as determined in good faith by the Board, of the Units as compared to the Fair Market Value, as determined in good faith by the Board, of the overall assets transferred under such Indirect Transfer Sale.

(h) The fees and expenses of the Selling Member in a Tag-Along Transfer incurred in connection with a Tag-Along Transfer and for the benefit of all Members, to the extent not paid or reimbursed by the Company or purchaser, shall be shared by all the Members on a pro rata basis, based on the consideration received by each Member.

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(i) Notwithstanding anything to the contrary in this Agreement, if the Tag-Along Transfer occurs within the five (5) year period immediately following the Effective Date, the price payable to any Tag-Along Member for its Tag-Along Units shall be the lesser of (i) the per Unit consideration offered by the Tag-Along Transferee, and (ii) the Carrying Value per Unit (the “Ceiling Price”). For the avoidance of doubt, the applicable Ceiling Price shall apply only to Tag-Along Members and not to the Selling Member. After the expiration of the five (5) year period, the Ceiling Price set forth in this Section 9.5(i) shall no longer be applicable.

Section 9.6 Drag-Along.

(a) If the Selling Member desires to sell, in one or a series of related transactions, all (and not less than all) of its Units and such Units represent more than fifty percent (50%) of the total number of Units then outstanding, after complying with Section 9.4, such Selling Member (as the case may be, the “Dragging Member”) shall have the right (the “Drag-Along Right”), to require all (and not less than all) of the other Members (the “Drag-Along Members”) to sell all (and not less than all) of the Units held by them on the same terms and conditions as are obtained by the Dragging Member with respect to its Units (except as provided in Section 9.6(f) with respect to the Price Floor for Drag-Along Members and subject to the requirement that governmental consents and approvals shall be obtained by each Drag-Along Member as required under applicable Law, even if different from those required from the Dragging Member in connection with the Drag-Along Transfer).

(b) In order to exercise the Drag-Along Right, the Dragging Member shall deliver a written notice to each Drag-Along Member (a “Drag-Along Notice”) containing (i) confirmation that the third party proposes to acquire all the then outstanding Units, (ii) the name and address of the third party and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the third party’s offer. Each Drag-Along Member shall thereafter be obligated to sell all (and not less than all) of its Units as provided in such Drag-Along Notice (such Transfers, together, the “Drag-Along Transfer”). If the Drag-Along Transfer is not consummated within one hundred and twenty (120) days following delivery of the Drag-Along Notice and the primary reason such Drag-Along Transfer is not consummated is the failure to obtain regulatory consents or approvals that are conditions to closing in such transaction and such consents and approvals cannot reasonable be obtained within one hundred (100) days thereafter, then each Drag-Along Member shall no longer be obligated to sell such Member’s Units pursuant to that specific Drag-Along Notice, but shall remain subject to the provisions of this Section 9.6 with respect to any subsequent Transfer to which the Drag-Along Right would apply.

(c) In connection with the Transfer of any Member’s Units pursuant to this Section 9.6, such Member shall only be required to represent and warrant as to (i) its authority to sell, (ii) the enforceability of agreements against such Member, (iii) that the Units to be Transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities Laws), (iv) that it is the record and beneficial owner of such Units, and (v) that it has obtained or made all necessary consents, approvals, filings and notices from Governmental Authorities or third parties to consummate the Transfer.

(d) The fees and expenses of the Dragging Member incurred in connection with a Drag-Along Transfer and for the benefit of all Members (it being understood that costs incurred by or on behalf of a Dragging Member for its sole benefit will not be considered to be for the benefit of all Members), to the extent not paid or reimbursed by the Company or purchaser, shall be shared by all the Members on a pro rata basis, based on the consideration received by each Member.

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(e) Each Member shall take all actions as may be reasonably necessary to consummate the Drag-Along Transfer, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Dragging Member.

(f) Notwithstanding anything to the contrary in this Agreement, if the Drag-Along Transfer occurs within the five (5) year period immediately following the Effective Date, the consideration payable to each Drag-Along Member for its Units shall be the greater of (i) the per Unit consideration offered by the third-party purchaser, and (ii) the Carrying Value per Unit (the “Price Floor”). After the expiration of such five (5) year period, the Price Floor in this Section 9.6(f) shall no longer be applicable.

ARTICLE X

REMEDIES UNDER THE TRANSACTION DOCUMENTS

Section 10.1 Put Option.

(a) Notwithstanding anything to the contrary contained in this Agreement, Alohi shall have the right, in its sole discretion, to exercise a put option (a “Put Option”) requiring Par Pacific to purchase all of the Units held by ▇▇▇▇▇ for an aggregate purchase price of one dollar ($1.00).

(b) The Put Option may only be exercised by delivering written notice to Par Pacific indicating ▇▇▇▇▇’s intent to exercise the Put Option, which notice shall be irrevocable (a “Put Option Notice”). Upon receipt of the Put Option Notice, Par Pacific shall be obligated to purchase all of the Units held by ▇▇▇▇▇, free and clear of any liens or encumbrances within ninety (90) days following delivery of the Put Option Notice.

(c) The exercise of the Put Option shall be final and binding upon both Members, and the purchase price of one dollar ($1.00) shall be deemed fair and reasonable in light of the terms of this Agreement.

Section 10.2 Transaction Documents Put Right.

(a) Alohi shall have the right, in its sole discretion, to require Par Pacific to purchase all of the Units held by Alohi if any of the Construction Management Agreement, Operating Agreement or Services Agreement is terminated pursuant to the terms of such agreement as a result of Gross Negligence, Fraud or Willful Misconduct by any Designated Par Pacific Person in breach of Par Pacific’s or its Affiliates’ obligations under such agreement (the circumstances giving rise to such termination right and any such Gross Negligence, Fraud or Willful Misconduct, collectively, a “Significant Breach”), at a per Unit purchase price equal to the Termination Put Price on the date Alohi exercises such right by delivery of a written notice thereof to the Company and Par Pacific (the “Transaction Document Put Right”); provided, that, Alohi shall not have a Transaction Document Put Right unless such Gross Negligence, Fraud or Willful Misconduct shall then have resulted in, or