Common use of Purchase and Sale of the Warrants Clause in Contracts

Purchase and Sale of the Warrants. On the terms and subject to the conditions of this Agreement, at the Warrant Purchase Closing (as defined in Section 1.2), the Stockholders shall sell, transfer and deliver to Washington Mutual, and Washington Mutual shall purchase from the Stockholders, the Warrants (such sale, transfer and delivery and such purchase is hereinafter referred to as the "Warrant Purchase"). In consideration of the sale, transfer and delivery of the Warrants by the Stockholders, the Stockholders shall be entitled to the right to receive the same Merger Consideration with respect to the Deemed Shares (as defined below) as if the Stockholders had been holders of the Deemed Shares immediately prior to the Effective Time in accordance with the election procedures set forth in Section 2.6 of the Merger Agreement. The "Deemed Shares" shall mean 7,903,073 shares of Dime Common Stock, which the parties hereto hereby agree to in lieu of the number of shares of Dime Common Stock which the Stockholders would have been entitled to receive under Section 4.2(d) of the Investment Agreement had the Stockholders exercised their rights under such Section immediately prior to the execution of the Merger Agreement with respect to all of the Warrants and had Dime elected to pay all of the purchase price payable to the Stockholders pursuant to such Section in shares of Dime Common Stock. The parties hereto further agree that (i) for purposes of valuation of the Warrants pursuant to Section 4.2(d) of the Investment Agreement, (x) the Acquiror's Share Price (as defined in Exhibit 10 to the Investment Agreement) shall be deemed to be the average of the closing prices of shares of Washington Mutual Common Stock as reported on the New York Stock Exchange Composite Transactions Tape for the five consecutive trading days ending on the trading day immediately preceding the announcement of the signing of the Merger Agreement (such average closing price, the "Announcement Price") and (y) in calculating the underlying security price for purposes of the Black-Scholes model, the Merger shall be treated as a fixed exchange ratio transaction and (ii) the Dime Common Stock that would have been payable pursuant to Section 4.2(d) of the Investment Agreement shall be valued at 1.05 multiplied by the Announcement Price. Notwithstanding the foregoing, (A) if the Exchange Ratio is adjusted pursuant to Section 2.5(f) of the Merger Agreement, appropriate adjustment shall be made to the Deemed Shares and (B) in the event that the merger consideration payable under the Merger Agreement is otherwise increased, this Section 1.1 shall be appropriately amended, taking into account the methodology used herein and the terms of the Investment Agreement, including Exhibit 10 thereto.

Purchase and Sale of the Warrants. On Subject to the terms and subject conditions herein set forth, Holdings agrees that it will issue and sell to the conditions Purchasers, and each Purchaser agrees that it will acquire from Holdings on the Closing Date, warrants in form and substance satisfactory to the Purchasers (the "New Warrants", and together with the warrants to acquire capital stock of this Agreement, at Holdings previously held by the Warrant Purchase Closing (as defined in Section 1.2)Purchasers, the Stockholders shall sell, transfer and deliver to Washington Mutual, and Washington Mutual shall purchase from the Stockholders, the Warrants (such sale, transfer and delivery and such purchase is hereinafter referred to as the "Warrant PurchaseWarrants"). In consideration of the sale, transfer and delivery of the Warrants by the Stockholders, the Stockholders shall be entitled to the right to receive the same Merger Consideration with respect to the Deemed Shares (as defined below) as if the Stockholders had been holders of the Deemed Shares immediately prior to the Effective Time in accordance with the election procedures set forth in Section 2.6 of the Merger Agreement. The "Deemed Shares" shall mean 7,903,073 shares of Dime Common Stock, which the parties hereto hereby agree to in lieu of exercisable for the number of shares of Dime Common Stock which and Preferred Stock specified opposite such Purchaser's name on Annex 2 in consideration for each Purchaser's participation in the Stockholders would have been entitled Transactions. The Warrants listed on Annex 2 do not include the TCP Retained Warrants. The parties hereto acknowledge that the Warrants purchased by certain Purchasers hereunder pursuant to receive under Section 4.2(d) the Assignment and Assumption Agreement may be immediately exchanged into warrant strips as set forth in the Letter Agreement dated as of the Investment date hereof between the Purchasers and Holdings. The parties hereto acknowledge that this obligation of Holdings to issue the New Warrants may be exchanged by the Holder thereof directly into membership interests in KH LLC in accordance with the terms of the Restructuring Agreement had without requiring the Stockholders exercised their rights under such Section immediately New Warrants to be issued in physical form prior to such exchange. Upon such exchange, such membership interests in KH LLC will be subject to the execution of the Merger Agreement with respect terms of, and will be entitled to all of the Warrants rights and had Dime elected to pay all benefits therefor in, the LLC Agreement and the Unitholders Agreement. Such membership interests may be transferred separately from the Notes. Each of the purchase price payable parties to this agreement acknowledges that the Purchasers own (prior to the Stockholders pursuant to such Section in shares of Dime Common Stock. The parties hereto further agree that (itransactions contemplated herein) Warrants exercisable for purposes of valuation of the Warrants pursuant to Section 4.2(d) of the Investment Agreement, (x) the Acquiror's Share Price (as defined in Exhibit 10 to the Investment Agreement) shall be deemed to be the average of the closing prices number of shares of Washington Mutual Common Stock as reported of Holdings specified opposite such Purchaser's name on Annex 1, and at the New York Stock Exchange Composite Transactions Tape conclusion of the transactions contemplated hereby, each Purchaser will, pursuant to this Agreement, own Warrants exercisable for the five consecutive trading days ending on the trading day immediately preceding the announcement number of the signing shares of the Merger Agreement (such average closing price, the "Announcement Price") and (y) in calculating the underlying security price for purposes of the Black-Scholes model, the Merger shall be treated as a fixed exchange ratio transaction and (ii) the Dime Common Stock that would have been payable pursuant to Section 4.2(d) of Holdings specified opposite such Purchaser's name on Annex 3. The Warrants listed on Annex 1 and Annex 3 do not include the Investment Agreement shall be valued at 1.05 multiplied by the Announcement Price. Notwithstanding the foregoing, (A) if the Exchange Ratio is adjusted pursuant to Section 2.5(f) of the Merger Agreement, appropriate adjustment shall be made to the Deemed Shares and (B) in the event that the merger consideration payable under the Merger Agreement is otherwise increased, this Section 1.1 shall be appropriately amended, taking into account the methodology used herein and the terms of the Investment Agreement, including Exhibit 10 theretoTCP Retained Warrants.

Purchase and Sale of the Warrants. On Simultaneously with the terms consummation of the Public Offering or on such earlier time and subject to date as may be mutually agreed by the conditions of this Agreement, at Purchaser and the Warrant Purchase Company (the “Initial Closing (as defined in Section 1.2Date”), the Stockholders Company shall sell, transfer issue and deliver sell to Washington Mutualthe Purchaser, and Washington Mutual the Purchaser shall purchase from the StockholdersCompany, _________ Warrants at a price of $1.00 per warrant for an aggregate purchase price of $______ (the Warrants (such sale“Purchase Price”), transfer and delivery and such purchase is hereinafter referred to as the "Warrant Purchase"). In consideration of the sale, transfer and delivery of the Warrants by the Stockholders, the Stockholders which shall be entitled paid by wire transfer of immediately available funds to the right to receive the same Merger Consideration with respect to the Deemed Shares (as defined below) as if the Stockholders had been holders of the Deemed Shares immediately prior to the Effective Time Company in accordance with the election procedures set forth in Section 2.6 Company’s wiring instructions.[On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the Merger AgreementPurchase Price on the Initial Closing Date by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Warrants purchased on the Initial Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. The "Deemed Shares" [Simultaneously with the consummation of each closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall mean 7,903,073 shares issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of Dime Common Stock_________ Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $_______ (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the parties hereto hereby agree Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to in lieu the payment by the Purchaser of the number Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of shares of Dime Common Stock which the Stockholders would have been entitled to receive under Section 4.2(d) of the Investment Agreement had the Stockholders exercised their rights under such Section immediately prior available funds to the execution of Company, the Merger Agreement with respect to all of Company shall, at its option, deliver a certificate evidencing the Warrants and had Dime elected to pay all of purchased on such date duly registered in the purchase price payable Purchaser’s name to the Stockholders pursuant to Purchaser, or effect such Section delivery in shares of Dime Common Stock. The parties hereto further agree that (i) for purposes of valuation of the Warrants pursuant to Section 4.2(d) of the Investment Agreement, (x) the Acquiror's Share Price (as defined in Exhibit 10 to the Investment Agreement) shall be deemed to be the average of the closing prices of shares of Washington Mutual Common Stock as reported on the New York Stock Exchange Composite Transactions Tape for the five consecutive trading days ending on the trading day immediately preceding the announcement of the signing of the Merger Agreement (such average closing price, the "Announcement Price") and (y) in calculating the underlying security price for purposes of the Blackbook-Scholes model, the Merger shall be treated as a fixed exchange ratio transaction and (ii) the Dime Common Stock that would have been payable pursuant to Section 4.2(d) of the Investment Agreement shall be valued at 1.05 multiplied by the Announcement Price. Notwithstanding the foregoing, (A) if the Exchange Ratio is adjusted pursuant to Section 2.5(f) of the Merger Agreement, appropriate adjustment shall be made to the Deemed Shares and (B) in the event that the merger consideration payable under the Merger Agreement is otherwise increased, this Section 1.1 shall be appropriately amended, taking into account the methodology used herein and the terms of the Investment Agreement, including Exhibit 10 theretoentry form.]*

Purchase and Sale of the Warrants. On Simultaneously with the terms consummation of the Public Offering or on such earlier time and subject to date as may be mutually agreed by the conditions of this Agreement, at Purchaser and the Warrant Purchase Company (the “Initial Closing (as defined in Section 1.2Date”), the Stockholders Company shall sell, transfer issue and deliver sell to Washington Mutualthe Purchaser, and Washington Mutual the Purchaser shall purchase from the StockholdersCompany, 1,350,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,350,000 (the Warrants (such sale“Purchase Price”), transfer and delivery and such purchase is hereinafter referred to as the "Warrant Purchase"). In consideration of the sale, transfer and delivery of the Warrants by the Stockholders, the Stockholders which shall be entitled paid by wire transfer of immediately available funds to the right to receive the same Merger Consideration with respect to the Deemed Shares (as defined below) as if the Stockholders had been holders of the Deemed Shares immediately prior to the Effective Time Company in accordance with the election procedures set forth in Section 2.6 Company’s wiring instructions. On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the Merger AgreementPurchase Price on the Initial Closing Date by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Warrants purchased on the Initial Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. The "Deemed Shares" Simultaneously with the consummation of each closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall mean 7,903,073 shares issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of Dime Common Stock145,210 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $145,210 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the parties hereto hereby agree Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to in lieu the payment by the Purchaser of the number Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of shares of Dime Common Stock which the Stockholders would have been entitled to receive under Section 4.2(d) of the Investment Agreement had the Stockholders exercised their rights under such Section immediately prior available funds to the execution of Company, the Merger Agreement with respect to all of Company shall, at its option, deliver a certificate evidencing the Warrants and had Dime elected to pay all of purchased on such date duly registered in the purchase price payable Purchaser’s name to the Stockholders pursuant to Purchaser, or effect such Section delivery in shares of Dime Common Stock. The parties hereto further agree that (i) for purposes of valuation of the Warrants pursuant to Section 4.2(d) of the Investment Agreement, (x) the Acquiror's Share Price (as defined in Exhibit 10 to the Investment Agreement) shall be deemed to be the average of the closing prices of shares of Washington Mutual Common Stock as reported on the New York Stock Exchange Composite Transactions Tape for the five consecutive trading days ending on the trading day immediately preceding the announcement of the signing of the Merger Agreement (such average closing price, the "Announcement Price") and (y) in calculating the underlying security price for purposes of the Blackbook-Scholes model, the Merger shall be treated as a fixed exchange ratio transaction and (ii) the Dime Common Stock that would have been payable pursuant to Section 4.2(d) of the Investment Agreement shall be valued at 1.05 multiplied by the Announcement Price. Notwithstanding the foregoing, (A) if the Exchange Ratio is adjusted pursuant to Section 2.5(f) of the Merger Agreement, appropriate adjustment shall be made to the Deemed Shares and (B) in the event that the merger consideration payable under the Merger Agreement is otherwise increased, this Section 1.1 shall be appropriately amended, taking into account the methodology used herein and the terms of the Investment Agreement, including Exhibit 10 theretoentry form.

Purchase and Sale of the Warrants. On Simultaneously with the terms consummation of the Public Offering or on such earlier time and subject to date as may be mutually agreed by the conditions of this Agreement, at Purchaser and the Warrant Purchase Company (the “Initial Closing (as defined in Section 1.2Date”), the Stockholders Company shall sell, transfer issue and deliver sell to Washington Mutualthe Purchaser, and Washington Mutual the Purchaser shall purchase from the StockholdersCompany, 6,150,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,150,000 (the Warrants (such sale“Purchase Price”), transfer and delivery and such purchase is hereinafter referred to as the "Warrant Purchase"). In consideration of the sale, transfer and delivery of the Warrants by the Stockholders, the Stockholders which shall be entitled paid by wire transfer of immediately available funds to the right to receive the same Merger Consideration with respect to the Deemed Shares (as defined below) as if the Stockholders had been holders of the Deemed Shares immediately prior to the Effective Time Company in accordance with the election procedures set forth in Section 2.6 Company’s wiring instructions. On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the Merger AgreementPurchase Price on the Initial Closing Date by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Warrants purchased on the Initial Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. The "Deemed Shares" Simultaneously with the consummation of each closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall mean 7,903,073 shares issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of Dime Common Stock867,290 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $867,290 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the parties hereto hereby agree Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to in lieu the payment by the Purchaser of the number Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of shares of Dime Common Stock which the Stockholders would have been entitled to receive under Section 4.2(d) of the Investment Agreement had the Stockholders exercised their rights under such Section immediately prior available funds to the execution of Company, the Merger Agreement with respect to all of Company shall, at its option, deliver a certificate evidencing the Warrants and had Dime elected to pay all of purchased on such date duly registered in the purchase price payable Purchaser’s name to the Stockholders pursuant to Purchaser, or effect such Section delivery in shares of Dime Common Stock. The parties hereto further agree that (i) for purposes of valuation of the Warrants pursuant to Section 4.2(d) of the Investment Agreement, (x) the Acquiror's Share Price (as defined in Exhibit 10 to the Investment Agreement) shall be deemed to be the average of the closing prices of shares of Washington Mutual Common Stock as reported on the New York Stock Exchange Composite Transactions Tape for the five consecutive trading days ending on the trading day immediately preceding the announcement of the signing of the Merger Agreement (such average closing price, the "Announcement Price") and (y) in calculating the underlying security price for purposes of the Blackbook-Scholes model, the Merger shall be treated as a fixed exchange ratio transaction and (ii) the Dime Common Stock that would have been payable pursuant to Section 4.2(d) of the Investment Agreement shall be valued at 1.05 multiplied by the Announcement Price. Notwithstanding the foregoing, (A) if the Exchange Ratio is adjusted pursuant to Section 2.5(f) of the Merger Agreement, appropriate adjustment shall be made to the Deemed Shares and (B) in the event that the merger consideration payable under the Merger Agreement is otherwise increased, this Section 1.1 shall be appropriately amended, taking into account the methodology used herein and the terms of the Investment Agreement, including Exhibit 10 theretoentry form.