Common use of Maximum Cash Consideration Oversubscribed Clause in Contracts

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration is greater than the Maximum Cash Consideration, then: (1) all Stock Election Shares and all No-Election Shares shall be converted into the right to receive Washington Federal Common Stock; (2) the Exchange Agent shall convert on a pro rata basis as described below in Section 3.02(e) a sufficient number of Cash Election Shares (excluding any Dissenting Shares) (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares (including Dissenting Shares) times the Per Share Cash Consideration equals the Maximum Cash Consideration, and all Reallocated Stock Shares shall be converted into the right to receive Washington Federal Common Stock; and (3) the Cash Election Shares (subject to Section 3.06 with respect to Dissenting Shares) which are not Reallocated Stock Shares shall be converted into the right to receive cash.

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration Amount is greater than the Maximum Cash ConsiderationValue, then: (1i) all Stock Election Shares and all NoNon-Election Electing Shares shall be converted into the right to receive Washington Federal Common Stockthe Stock Consideration; (2ii) the Exchange Agent shall convert on a pro rata basis basis, as described below in Section 3.02(e) 2.2(f), a sufficient number of Cash Election Shares into Stock Election Shares (excluding any Dissenting Shares) (“"Reallocated Stock Shares”") such that the number of remaining Cash Election Shares (including Dissenting Shares) times the Per Share Cash Consideration Amount equals the Maximum Cash ConsiderationValue, and all Reallocated Stock Shares shall be converted into the right to receive Washington Federal Common Stockthe Stock Consideration; and (3iii) the Cash Election Shares (subject to Section 3.06 with respect to Dissenting Shares) which that are not Reallocated Stock Shares shall be converted into the right to receive cashthe Cash Consideration.

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration Amount is greater than the Maximum Cash ConsiderationValue, then: (1i) all Stock Election Shares and all NoNon-Election Electing Shares shall be converted into the right to receive Washington Federal Common Stockthe Stock Consideration; (2ii) the Exchange Agent shall convert on a pro rata basis basis, as described below in Section 3.02(e) 2.2(f), a sufficient number of Cash Election Shares (excluding any Dissenting Shares) into Stock Election Shares (“Reallocated Stock 5 Shares”) such that the number of remaining Cash Election Shares (including Dissenting Shares) times the Per Share Cash Consideration Amount equals the Maximum Cash ConsiderationValue, and all Reallocated Stock Shares shall be converted into the right to receive Washington Federal Common Stockthe Stock Consideration; and (3iii) the Cash Election Shares (subject to Section 3.06 with respect to Dissenting Shares) which that are not Reallocated Stock Shares shall be converted into the right to receive cashthe Cash Consideration.

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration is greater than the Maximum Cash Consideration, then: (1) all Stock Election Shares and all No-Election Shares shall be converted into the right to receive Washington Federal PPBI Common Stock; (2) the Exchange Agent shall convert on a pro rata basis as described below in Section 3.02(e) a sufficient number of Cash Election Shares (excluding any Dissenting Shares) (“"Reallocated Stock Shares”") such that the number of remaining Cash Election Shares (including Dissenting Shares) times the Per Share Cash Consideration equals the Maximum Cash Consideration, and all Reallocated Stock Shares shall be converted into the right to receive Washington Federal PPBI Common Stock; and (3) the Cash Election Shares (subject to Section 3.06 with respect to Dissenting Shares) which are not Reallocated Stock Shares shall be converted into the right to receive cash.

Maximum Cash Consideration Oversubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration Amount is greater than the Maximum Cash ConsiderationValue, then: (1i) all Stock Election Shares and all NoNon-Election Electing Shares shall be converted into the right to receive Washington Federal Common Stockthe Stock Consideration; (2ii) the Exchange Agent shall convert on a pro rata basis basis, as described below in Section 3.02(e) 2.2(f), a sufficient number of Cash Election Shares (excluding any Dissenting Shares) into Stock Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares (including Dissenting Shares) times the Per Share Cash Consideration Amount equals the Maximum Cash ConsiderationValue, and all Reallocated Stock Shares shall be converted into the right to receive Washington Federal Common Stockthe Stock Consideration; and (3iii) the Cash Election Shares (subject to Section 3.06 with respect to Dissenting Shares) which that are not Reallocated Stock Shares shall be converted into the right to receive cashthe Cash Consideration.