Common use of Weighted Average Adjustment Clause in Contracts

Weighted Average Adjustment. If the Company issues or sells shares of its Common Stock in a Dilution Sale: 3.1.1 Subject to Section 3.1.4 below, the Warrant Price shall be adjusted to an amount equal to the quotient obtained by dividing (i) the sum of (a) Aggregate Price, plus (b) the consideration received by the Company from all sales subsequent to the original issue of this Warrant of (X) Common Stock (excluding sales of Common Stock pursuant to stock option, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Y) Common Stock Equivalents sold in Dilution Sales, plus (Z) Convertible Securities as provided in Section 3.1.2, by (ii) a number equal to the sum of (a) Aggregate Price divided by the initial Warrant Price as adjusted for stock splits, combinations of shares and stock dividends as set forth in Sections 3.3 and 3.5 but not as previously adjusted by Section 3.1 or 3.4, plus (b) the sum of (X) number of shares of Common Stock issued subsequent to the original issue of this Warrant (excluding sales of Common Stock pursuant to stock option, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Y) the Maximum Shares Upon Exercise of Common Stock Equivalents sold in Dilution Sales subsequent to the original issue of this Warrant, plus (Z) the Maximum Shares Upon Exercise of Convertible Securities which are not debt securities issued subsequent to the original issue of this Warrant (as provided in Section 3.1.2), in all cases adjusted for stock splits, combinations of shares and stock dividends occurring after the date of issue of the relevant security. 3.1.2 For purposes of Section 3.1.1, the sale of Convertible Securities which are not debt securities, if such sale is not a Dilution Sale, shall be treated as the sale of a number of shares of Common Stock equal to the Maximum Shares Upon Exercise relating to such Convertible Securities at a consideration equal to the product of (i) the Effective Price and (ii) the Maximum Shares Upon Exercise. Debt securities not sold in Dilution Sales shall be excluded from calculations under Section 3.1.1. 3.1.3 If a sale occurs prior to the date the Warrant Price is fixed under the Additional Warrant Terms, and such sale would be a Dilution Sale based on such initial price, then the Warrant Price when determined shall be adjusted as set forth herein to reflect all such Dilution Sales. This Section

Weighted Average Adjustment. If If, at any time on or before June 30, 2010, the Company issues Bank Issues (or sells shares of its Common Stock in a Dilution Sale: 3.1.1 Subject pursuant to Section 3.1.4 below2 is deemed to issue) Additional Common Shares after the date of this Agreement and the consideration per Additional Common Share (determined pursuant to Section 5) (the “New Issue Price”) is less than the Purchase Price (as it may have been deemed adjusted pursuant to this Agreement) (a "Diluting Issuance"), the Warrant Price shall be adjusted other than with respect to an amount equal shares issued to the quotient obtained by dividing (i) the sum of (a) Aggregate Pricethe Bank's employees, plus officer or directors in connection with their employment or retention of services not to exceed the number of Shares reserved in the Bank's existing equity financing plans, or (b) customers or vendors in connection with bona fide business transactions, the consideration received by the Company from all sales subsequent Bank shall, concurrently with such Issue, issue to the original issue of this Warrant of (X) Common Stock (excluding sales of Common Stock pursuant Purchaser, at no additional cost or price to stock optionPurchaser, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Y) Common Stock Equivalents sold in Dilution Sales, plus (Z) Convertible Securities as provided in Section 3.1.2, by (ii) a number equal to the sum of (a) Aggregate Price divided by the initial Warrant Price as adjusted for stock splits, combinations of shares and stock dividends as set forth in Sections 3.3 and 3.5 but not as previously adjusted by Section 3.1 or 3.4, plus (b) the sum of (X) an additional number of shares of Common Stock issued subsequent to determined by multiplying the original issue number of this Warrant Purchased Shares by a fraction: (excluding sales I) the numerator of which is the Purchase Price immediately before such Issue, and (II) the denominator of which is the New Issue Price. The additional shares of Common Stock to be issued to Purchaser at any time under this Agreement shall be allocated as between Voting Common Stock and Class B Non-Voting Common Stock on whichever of the following bases is applicable: (i) If Purchaser did not elect in the Subscription Agreement to be subject to potential restrictions on transfer pursuant to stock option, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Y) the Maximum Shares Upon Exercise of Common Stock Equivalents sold in Dilution Sales subsequent to the original issue of this Warrant, plus (Z) the Maximum Shares Upon Exercise of Convertible Securities which are not debt securities issued subsequent to the original issue of this Warrant (as provided in Section 3.1.2), in all cases adjusted for stock splits, combinations of shares and stock dividends occurring after the date of issue Article VII of the relevant security. 3.1.2 For purposes of Section 3.1.1Subscription Agreement, the sale of Convertible Securities which are not debt securities, if such sale is not a Dilution Sale, shall be treated as the sale of a that number of shares of Common Stock equal to be issued to Purchaser at any time under this Agreement shall include Voting Common Stock to the Maximum Shares Upon Exercise relating to such Convertible Securities at a consideration equal extent, but only to the product extent, that the total number of shares of Voting Common Stock owned and deemed owned by Purchaser (taking into account all shares of Voting Common Stock owned by Purchaser and all shares of Voting Common Stock for which any warrants or options held by the Purchaser after such issuance are exercisable) do not exceed 4.9% of all shares of Voting Common Stock of the Bank then issued and outstanding. (ii) If Purchaser elected to be subject to the potential restrictions on transfer pursuant to Article VII of the Subscription Agreement, that number of shares of Common Stock to be issued to Purchaser at any time under this Agreement shall include Voting Common Stock to the extent, but only to the extent, that the total number of shares of Voting Common Stock owned and deemed owned by Purchaser (taking into account all shares of Voting Common Stock owned by Purchaser and all shares of Voting Common Stock for which any warrants or options held by the Purchaser after such issuance are exercisable) do not exceed 9.9% of all shares of Voting Common Stock of the Bank then issued and outstanding. If, at the time of issuance, Purchaser shall have obtained any prior regulatory approvals for Purchaser to own or be deemed to own 10% or more of the outstanding shares of Voting Common Stock of the Bank, the Bank will issue to the Purchaser such number of shares of Voting Common Stock as shall not exceed the maximum number of shares of Voting Common Stock that the Purchaser is authorized to own pursuant to applicable federal and state change in bank control laws and regulations, taking into account any such approvals. If, as the result of the application of paragraph (i) the Effective Price and or paragraph (ii) of this Section at any time of reference, shares of Voting Common Stock must comprise less than all of the Maximum Shares Upon Exercise. Debt securities not sold in Dilution Sales shares of Common Stock to be issued to the Purchaser by the Bank, the balance of any shares of Common Stock to be issued by the Bank shall be excluded from calculations under Section 3.1.1issued in the form of Class B Non-Voting Common Stock. 3.1.3 If a sale occurs prior to the date the Warrant Price is fixed under the Additional Warrant Terms, and such sale would be a Dilution Sale based on such initial price, then the Warrant Price when determined shall be adjusted as set forth herein to reflect all such Dilution Sales. This Section

Weighted Average Adjustment. If the Company issues or any Subsidiary thereof, at any time while this Warrant is outstanding, sells or grants any option to purchase or sells or grants any right to reprice its securities (other than a reduction in the Exercise Price), or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents in connection with an Exempt Issuance, for which the Holder’s consent was not required under Section 4(b) of the Certificate of Designation or Section 4.14 of the Strategic Agreement, entitling any Person to acquire shares of its Common Stock at an effective price per share that is lower than the then applicable Exercise Price (any such issuance, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in a Dilution Sale: 3.1.1 Subject connection with such issuance, be entitled to Section 3.1.4 belowreceive shares of Common Stock at an effective price per share that is lower than the then applicable Exercise Price, such issuance shall be deemed to have occurred for less than the Warrant then applicable Exercise Price on such date of the Dilutive Issuance), then the then applicable Exercise Price shall be adjusted reduced to an amount equal to a price determined by multiplying the quotient obtained then applicable Exercise Price by dividing a fraction, the numerator of which is the sum of (i) the sum of (a) Aggregate Price, plus (b) the consideration received by the Company from all sales subsequent to the original issue of this Warrant of (X) Common Stock (excluding sales of Common Stock pursuant to stock option, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Y) Common Stock Equivalents sold in Dilution Sales, plus (Z) Convertible Securities as provided in Section 3.1.2, by (ii) a number equal to the sum of (a) Aggregate Price divided by the initial Warrant Price as adjusted for stock splits, combinations of shares and stock dividends as set forth in Sections 3.3 and 3.5 but not as previously adjusted by Section 3.1 or 3.4, plus (b) the sum of (X) number of shares of Common Stock issued subsequent and outstanding immediately prior to the original issue of this Warrant Dilutive Issuance plus (excluding sales of Common Stock pursuant to stock option, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Yii) the Maximum Shares Upon Exercise of Common Stock Equivalents sold in Dilution Sales subsequent to the original issue of this Warrant, plus (Z) the Maximum Shares Upon Exercise of Convertible Securities which are not debt securities issued subsequent to the original issue of this Warrant (as provided in Section 3.1.2), in all cases adjusted for stock splits, combinations of shares and stock dividends occurring after the date of issue of the relevant security. 3.1.2 For purposes of Section 3.1.1, the sale of Convertible Securities which are not debt securities, if such sale is not a Dilution Sale, shall be treated as the sale of a number of shares of Common Stock equal to the Maximum Shares Upon Exercise relating to such Convertible Securities at a consideration equal to the product issuable upon conversion or exercise of (i) the Effective Price Common Stock Equivalents issued and (ii) the Maximum Shares Upon Exercise. Debt securities not sold in Dilution Sales shall be excluded from calculations under Section 3.1.1. 3.1.3 If a sale occurs outstanding immediately prior to the date Dilutive Issuance plus (iii) the Warrant Price is fixed under number of shares of Common Stock which the Additional Warrant Termsoffering price for such Dilutive Issuance would purchase at the then applicable Exercise Price, and such sale would the denominator of which shall be the sum of (1) the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus (2) the number of shares of Common Stock issuable upon conversion or exercise of Common Stock Equivalents issued and outstanding immediately prior to the Dilutive Issuance plus (3) the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Notwithstanding the foregoing, no adjustment will be made under this Section 3(d) in respect of any issuance as to which the Holder has provided its written approval under Section 4(b) of the Certificate of Designation or Section 4.14 of the Strategic Agreement. The Company shall notify the Holder in writing, no later than five (5) Business Days following a Dilution Sale based on such initial Dilutive Issuance, indicating therein the applicable issuance price, then or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the Warrant Price when determined “Dilutive Issuance Notice”). Such Dilutive Issuance Notice shall be adjusted as set forth herein given by the Company to reflect all such Dilution Sales. This Sectionthe Holder in accordance with Section 10 hereof.