#1 Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

#1 The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $15.65 to $15.83, inclusive, via a cashless hold. The reporting person undertakes to provide to Par Pacific Holdings, Inc. or the staff of the Securities and Exhchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The proceeds from approximately 26,507 shares were withheld by the Company to pay costs associated with the exercise of the option and withholding taxes. The transaction netted 1,233 shares that remain held by the reporting person.

#1 The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $15.65 to $15.83, inclusive, via a cashless hold. The reporting person undertakes to provide to Par Pacific Holdings, Inc. or the staff of the Securities and Exhchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The proceeds from approximately 26,507 shares were withheld by the Company to pay costs associated with the exercise of the option and withholding taxes. The transaction netted 1,233 shares that remain held by the reporting person.

#1 Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

#2 Each performance-based restricted stock unit ("RSU") represents the right to receive, upon vesting, up to 120% of one share of Par Pacific Holdings, Inc. ("Par Pacific") common stock. The resulting number of shares of Par Pacific common stock acquired upon vesting of the performance-based RSU is contingent upon the achievement of pre-established performance metrics, as approved by Par Pacific's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date. Upon conversion, the repoting person received 10,048 shares of Par Pacific common stock.