Exhibit 4.5
| RIGHTS CERTIFICATE #: | NUMBER
OF RIGHTS |
THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY __, 2014 (THE ``PROSPECTUS’‘) AND
ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM D.F. KING &
CO., INC.,
THE INFORMATION AGENT.
Incorporated under the laws of the State
of Delaware
TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Transferable Subscription Rights
to Purchase Shares of Common Stock of Par Petroleum Corporation
Subscription Price: $_____ per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF
NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,
ON AUGUST __, 2014, UNLESS EXTENDED BY
THE COMPANY
REGISTERED
OWNER:
| THIS CERTIFIES THAT the registered
owner whose name is inscribed hereon is the owner of the number of transferable subscription rights (“Rights”) set
forth above. Each whole Right entitles the holder thereof to subscribe for and purchase ____ share of Common Stock, with a par
value of $0.01 per share, of Par Petroleum Corporation, a Delaware corporation, at a subscription price of $_____ per share (the
“Basic Subscription Privilege”), pursuant to a rights offering (the “Rights Offering”), on the terms and
subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Par Petroleum Corporation Subscription
Rights Certificates” accompanying this Subscription Rights Certificate. If any shares of Common Stock available for purchase
in the Rights Offering are not purchased by other holders of Rights pursuant to |
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the exercise of their Basic Subscription Privilege
(the “Excess Shares”), any Rights holder that exercises its Basic Subscription Privilege in full may subscribe for
a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the
Prospectus (the “Over-Subscription Privilege”). The Rights represented by this Subscription Rights Certificate may
be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of
the subscription price for each share of Common Stock in accordance with the “Instructions as to Use of Par Petroleum Corporation
Subscription Rights Certificates” that accompany this Subscription Rights Certificate. |
|
This
Subscription Rights Certificate is not valid unless countersigned by the subscription
agent and registered by the registrar. Witness the seal of Par Petroleum Corporation
and the signatures of its duly authorized officers.
Dated:
|
|
| President and Chief Executive Officer |
|
Chief Legal Officer and Secretary |
|
| DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE |
| |
| Delivery other than in the manner or to the addresses listed below will not constitute valid delivery. |
| If delivering by mail, hand or overnight
courier: |
| American Stock Transfer & Trust Company, LLC |
| Operations Center |
| Attn: Reorganization Department |
| 6201 15th Avenue |
| Brooklyn, New York 11219 |
| |
| PLEASE PRINT ALL INFORMATION
CLEARLY AND LEGIBLY. |
FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares pursuant
to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant
to your Over-Subscription Right, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more
Shares than you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have
elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or
Over-Subscription Right, as applicable.
(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:
| I apply for ________ |
shares x $_________ |
= |
$_________ |
(no. of
new shares) |
(subscription
price) |
|
(amount
enclosed) |
(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT
If you have exercised your
Basic Subscription Right in full and wish to subscribe for additional shares of Common Stock pursuant to your Over-Subscription Right:
| I apply for ________ |
shares x $_________ |
= |
$_________ |
(no. of
new shares) |
(subscription
price) |
|
(amount
enclosed) |
(c) Total Amount of Payment Enclosed = $________
METHOD OF PAYMENT (CHECK
ONE)
| ¨ | Check or bank draft payable to “American
Stock Transfer & Trust Company, LLC as Subscription Agent.” |
| ¨ | Wire transfer of immediately available
funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes
of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021,
Account # 530-354616 American Stock Transfer FBO Par Petroleum Corporation, with reference to the rights holder's name. |
FORM 2-TRANSFER TO DESIGNATED
TRANSFEREE
To transfer your subscription
rights to another person, complete this Form 2 and have your signature guaranteed under Form 5.
For value received ______________
of the subscription rights represented by this Subscription Rights Certificate are assigned to:
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| Social Security # |
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| Signature(s): |
|
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IMPORTANT: The signature(s)
must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.
FORM 3-DELIVERY TO DIFFERENT ADDRESS
If you wish for
the Common Stock underlying your subscription rights, a certificate representing unexercised subscription rights or the
proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate address below, sign under Form 4 and have your signature
guaranteed under Form 5.
FORM 4-SIGNATURE
TO SUBSCRIBE: I acknowledge
that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated
above on the terms and conditions specified in the Prospectus. By signing below I confirm that (1) by exercising subscription rights,
I will not be, after giving effect to the exercise of subscription rights and assuming that I am issued all of the shares for which
I subscribed, an owner, either direct or indirect, record or beneficial, or by application of the attribution provisions of Section
382 of the Internal Revenue Code of 1986, as amended, summarized in the Prospectus, of more than ____________
shares of the Company’s common stock, constituting approximately ___ % of the
Company’s outstanding common stock if only ____________, the minimum number
of shares, are issued in the rights offering; (2) if such exercise would result in my owning more than ____________
shares of the Company’s common stock, constituting approximately ___ % of the
Company’s outstanding common stock if only the minimum number of shares are issued in the rights offering, I will notify
the subscription agent at the telephone number set forth under “Delivery of Subscription Materials and Payment” in
the Prospectus; (3) if requested, I will provide the Company with additional information regarding the amount of common stock that
I own; and (4) the Company has the right to instruct the subscription agent to refuse to honor my exercise to the extent such exercise
might, in the Company’s sole and absolute discretion, result in my owning 5% or more of the Company’s common stock.
IMPORTANT: The signature(s)
must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.
FORM 5-SIGNATURE GUARANTEE
This form must be completed if you have completed any
portion of Forms 2 or 3.
| Signature Guaranteed: |
|
| |
(Name of Bank or Firm) |
| By: |
|
| |
(Signature of Officer) |
IMPORTANT: The signature(s)
should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union)
with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
FOR INSTRUCTIONS
ON THE USE OF PAR PETROLEUM CORPORATION SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT D.F. KING & CO., INC., THE INFORMATION AGENT,
AT ______________________.
