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

Purchase and Sale of the Warrants. Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 1,350,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,350,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the Purchase 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. 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 issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 145,210 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 Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Warrants. Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 1,350,000 _________ Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,350,000 ______ (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On instructions.[On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the Purchase 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. [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 issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 145,210 _________ 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 Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.]*

Purchase and Sale of the Warrants. Simultaneously with On the consummation terms and subject to the conditions of this Agreement, at the Public Offering or on such earlier time and date Warrant Purchase Closing (as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”defined in Section 1.2), the Company Stockholders shall issue sell, transfer and sell deliver to the PurchaserWashington Mutual, and the Purchaser Washington Mutual shall purchase from the CompanyStockholders, 1,350,000 the Warrants at a price (such sale, transfer and delivery and such purchase is hereinafter referred to as the "Warrant Purchase"). In consideration of $1.00 per warrant for an aggregate purchase price the sale, transfer and delivery of $1,350,000 (the “Purchase Price”)Warrants by the Stockholders, which the Stockholders shall be paid by wire transfer of immediately available funds entitled to the Company 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 Company’s wiring instructionselection procedures set forth in Section 2.6 of the Merger Agreement. On or promptly after The "Deemed Shares" shall mean 7,903,073 shares of Dime Common Stock, which the Initial Closing Date, subject 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 payment 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 Purchaser Announcement Price. Notwithstanding the foregoing, (A) if the Exchange Ratio is adjusted pursuant to Section 2.5(f) of the Purchase Price on the Initial Closing Date by wire transfer of immediately available funds Merger Agreement, appropriate adjustment shall be made to the Company, the Company, at its option, shall deliver a certificate evidencing the Warrants purchased on the Initial Closing Date duly registered Deemed Shares and (B) in the Purchaser’s name to event that the Purchasermerger consideration payable under the Merger Agreement is otherwise increased, or effect such delivery in book-entry form. Simultaneously with this Section 1.1 shall be appropriately amended, taking into account the consummation of each closing methodology used herein and the terms 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 dateInvestment Agreement, 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 issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 145,210 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 Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formincluding Exhibit 10 thereto.

Purchase and Sale of the Warrants. Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 1,350,000 6,150,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,350,000 6,150,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On or promptly after the Initial Closing Date, subject to the payment by the Purchaser of the Purchase 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. 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 issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 145,210 867,290 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $145,210 867,290 (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 Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Purchase and Sale of the Warrants. Simultaneously with Subject to the consummation of the Public Offering or on such earlier time terms and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”)conditions herein set forth, the Company shall Holdings agrees that it will issue and sell to the PurchaserPurchasers, and each Purchaser agrees that it will acquire from Holdings on the Purchaser shall purchase from Closing Date, warrants in form and substance satisfactory to the Company, 1,350,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,350,000 Purchasers (the “Purchase Price”)"New Warrants", which shall be paid and together with the warrants to acquire capital stock of Holdings previously held by wire transfer the Purchasers, the "Warrants") exercisable for the number of immediately available funds shares of Common Stock and Preferred Stock specified opposite such Purchaser's name on Annex 2 in consideration for each Purchaser's participation in the 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 the Company Assignment and Assumption Agreement may be immediately exchanged into warrant strips as set forth in the Letter Agreement dated as of the 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 Company’s wiring instructionsterms of the Restructuring Agreement without requiring the New Warrants to be issued in physical form prior to such exchange. On or promptly after the Initial Closing DateUpon such exchange, such membership interests in KH LLC will be subject to the payment by the Purchaser terms of, and will be entitled to all of the Purchase Price on rights and benefits therefor in, the Initial Closing Date by wire transfer LLC Agreement and the Unitholders Agreement. Such membership interests may be transferred separately from the Notes. Each of immediately available funds the parties to this agreement acknowledges that the Purchasers own (prior to the Companytransactions contemplated herein) Warrants exercisable for the number of shares of Common Stock of Holdings specified opposite such Purchaser's name on Annex 1, and at 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. Simultaneously with the consummation of each closing conclusion of the over-allotment option in connection with transactions contemplated hereby, each Purchaser will, pursuant to this Agreement, own Warrants exercisable for the Public Offering or number of shares of Common Stock of Holdings specified opposite such Purchaser's name on such earlier time Annex 3. The Warrants listed on Annex 1 and date as may be mutually agreed by Annex 3 do not include 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 issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 145,210 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 Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject to the payment by the Purchaser of the Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry formTCP Retained Warrants.