Common use of ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER TERMS IN CERTAIN EVENTS Clause in Contracts

ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER TERMS IN CERTAIN EVENTS. 5.1. The Purchase Price and the resulting number of shares of Common Stock issuable under each Warrant shall be subject to adjustment as follows: (a) If the Company after the date of this Warrant Certificate but before its exercise: (1) pays a dividend or any other distribution payable in shares of its Common Stock otherwise than out of earnings or earned surplus; (2) subdivides its outstanding shares of Common Stocks into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares; (4) issues by reclassification of its shares of Common Stock any shares of capital stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value); or (5) issues rights, options or warrants entitling holders of shares of Common Stock to subscribe for shares of Common Stock at less than the current market price, if any; the Purchase Price in effect immediately prior to such action shall be adjusted so that the Holder of each Warrant may receive the number of shares of Common Stock of the Company to which it would have been entitled upon such action if such holder had so exercised the Warrant immediately prior thereto. An adjustment made pursuant to this Section 5 shall become effective immediately after the record date for the determination of owners of Common Stock entitled thereto in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification, or issuance of rights, options or warrants retroactive to the record date, if any, for such event. (b) No payment or adjustment shall be made by or on behalf of the Company on account of any cash dividends on the Common Stock issued upon any exercise of a Warrant which was declared for payment to the holders of Common Stock of record as of a date prior to the date on which such Warrant is exercised. (c) Upon each adjustment of the Purchase Price made pursuant to this Section 5, each Warrant shall thereafter (until another such adjustment) evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth) obtained by dividing the initial Purchase Price by the Purchase Price in effect after such adjustment. (d) The Company’s failure to give the notice required by this Section 5.1 or any defect therein shall not affect the validity of such action listed under this Section 5.1. (e) For the purpose of this Section 5.1, the term “shares of Common Stock” shall mean (x) the class of stock designated as the Common Stock at the date of this Warrant, or (y) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, from no par value to par value or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 5, the Holder shall become entitled to purchase any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Purchase Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 5.1.

ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER TERMS IN CERTAIN EVENTS. 5.1. The Purchase Price and the resulting number of shares of Common Stock issuable under each Warrant shall be subject to adjustment as follows: (a) If the Company after the date of this Warrant Certificate issuance of a Warrant, but before its exercise: (1) pays declares a dividend or any other distribution payable in shares of its Common Stock otherwise than out of earnings or earned surplus; (2) subdivides its outstanding shares of Common Stocks into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares; (4) issues by reclassification of its shares of Common Stock any shares of capital stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value); or (5) issues rights, options or warrants entitling holders of shares of Common Stock to subscribe for shares of Common Stock at less than the current market price, if any; the Purchase Price in effect number of shares of Common Stock issuable under each Warrant immediately prior to such action shall be adjusted (calculated to the nearest tenth of a share of Common Stock) so that the Holder of each Warrant may receive the number of shares of Common Stock of the Company to which it would have been entitled upon such action if such holder had so exercised the Warrant immediately prior thereto. In this case, the Purchase Price shall also be adjusted (calculated to the nearest whole cent) by multiplying the Purchase Price in effect immediately prior to an adjustment in accordance with 5.1(a)(1) through (5) hereof by the inverse of the factor used to make such adjustment. An adjustment made pursuant to this Section 5 shall become effective immediately after the record date for the determination of owners of Common Stock entitled thereto in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification, or issuance of rights, options or warrants retroactive to the record date, if any, for such event. (b) No payment or adjustment shall be made by or on behalf of the Company on account of any cash dividends on the Common Stock issued upon any exercise of a Warrant which was declared for payment to the holders of Common Stock of record as of a date prior to the date on which such Warrant is exercised. (c) Upon each adjustment of the Purchase Price made pursuant to this Section 5, each Warrant shall thereafter (until another such adjustment) evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth) obtained by dividing the initial Purchase Price by the Purchase Price in effect after such adjustment. (d) The Company’s failure to give the notice required by this Section 5.1 or any defect therein shall not affect the validity of such action listed under this Section 5.1. (e) For the purpose of this Section 5.1, the term “shares of Common Stock” shall mean (x) the class of stock designated as the Common Stock at the date of this Warrant, or (y) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, from no par value to par value or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 5, the Holder shall become entitled to purchase any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Purchase Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 5.1.

ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER TERMS IN CERTAIN EVENTS. 5.1. 5.1 The Purchase Price and the resulting number of shares of Common Stock issuable under each Warrant shall be subject to adjustment as follows: (a) If the Company Bank after the date of this Warrant Certificate but before its exercise: (1i) pays a dividend or any other distribution payable in shares of its Common Stock otherwise than out of earnings or earned surplus; (2ii) subdivides its outstanding shares of Common Stocks Stock into a greater number of shares; (3iii) combines its outstanding shares of Common Stock into a smaller number of shares; (4iv) issues by reclassification of its shares of Common Stock any shares of capital stock of the Company Bank (other than a change in par value or from par value to no par value or from no par value to par value); or (5v) issues rights, options or warrants entitling holders of shares of Common Stock to subscribe for shares of Common Stock at less than the current market price, if any; the . The Purchase Price in effect immediately prior to such action shall be adjusted so that the Holder of each Warrant may receive the number of shares of Common Stock of the Company Bank to which it would have been entitled upon such action if such holder had so exercised the Warrant immediately prior thereto. An adjustment made pursuant to this Section 5 shall become effective immediately after the record date for the determination of owners of Common Stock entitled thereto in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification, or issuance of rights, options or warrants retroactive to the record date, if any, for such event. (b) No payment or adjustment shall be made by or on behalf of the Company Bank on account of any cash dividends on the Common Stock issued upon any exercise of a Warrant which was declared for payment to the holders of Common Stock of record as of a date prior to the date on which such Warrant is exercised. (c) Upon each adjustment of the Purchase Price made pursuant to this Section 5, each Warrant shall thereafter (until another such adjustment) evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth) obtained by dividing the initial Purchase Price by the Purchase Price in effect after such adjustment. (d) The CompanyBank’s failure to give the notice required by this Section 5.1 5.6 or any defect therein shall not affect the validity of such action listed under this Section 5.1. (e) For the purpose of this Section 5.1, the term “shares of Common Stock” shall mean (x1) the class of stock designated as the Common Stock at the date of this Warrant, or (y2) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, from no par value to par value or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 5, the Holder shall become entitled to purchase any shares of the Company Bank other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Purchase Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 5.1.