To the extent the **PPBI Average Share Price** is greater than $22.391, the Exchange Ratio shall equal the quotient resulting when (X) $21.560 is divided by (Y) the **PPBI Average Share Price**, rounded to the nearest ten-thousandth.

Each holder of SCB Common Stock who otherwise would have been entitled to a fraction of a share of PPBI Common Stock (after taking into account all Certificates delivered by such holder) shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the **PPBI Average Share Price**, rounded to the nearest whole cent.

To the extent the **PPBI Average Share Price** is less than $16.550, the Exchange Ratio shall equal the quotient resulting when (A) $15.936 is divided by (B) the **PPBI Average Share Price**, rounded to the nearest ten-thousandth.

For purposes of this Section 3.02(f) only, the value of a share of PPBI Common Stock will be the **PPBI Average Share Price**.

To the extent the **PPBI Average Share Price** is greater than $13.240, the Per Share Stock Consideration shall be equal to (X) $14.751 divided by (Y) the **PPBI Average Share Price**, rounded to the nearest thousandth.

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