Common use of Election Form and Mailing Clause in Contracts

Election Form and Mailing. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Company Common Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Parent and Company shall mutually agree (“Election Form”) shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Parent and Company shall mutually agree (“Mailing Date”) to each holder of record of Company Common Stock as of five (5) Business Days prior to -15- the Mailing Date (“Election Form Record Date”). Parent shall make available one or more Election Forms as may be reasonably requested by all Persons who become holders (or beneficial owners) of Company Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive their respective Merger Consideration in either (i) Parent Common Stock (a “Stock Election”) with respect to all of such holder's Company Common Stock, (ii) cash (a “Cash Election”) with respect to all of such holder's Company Common Stock, or (iii) a specified number of shares of Company Common Stock to receive Parent Common Stock (a “Combination Stock Election”) and a specified number of shares of Company Common Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election Form and Mailing. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Company Common Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Parent Northrim and Company Alaska Pacific shall mutually agree (“Election Form”) shall be mailed no less than 35 thirty-five (35) days prior to the anticipated Effective Time or on such other date as Parent Northrim and Company Alaska Pacific shall mutually agree (“Mailing Date”) to each holder of record of Company Common Stock Shares as of five (5) Business Days prior to -15- the Mailing Date (“Election Form Record Date”). Parent Northrim shall make available one or more Election Forms as may be reasonably requested by all Persons who become holders (or beneficial owners) of Company Common Stock Shares after the Election Form Record Date and prior to the Election Deadline (as defined below), and Company Alaska Pacific shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive their respective Common Stock Merger Consideration in either (i) Parent shares of Northrim Common Stock (a “Stock Election”) with respect to all of such holder's Company Common Stock’s Shares, or (ii) cash (a “Cash Election”) with respect to all of such holder's Company Common Stock, or (iii) a specified number of shares of Company Common Stock to receive Parent Common Stock (a “Combination Stock Election”) and a specified number of shares of Company Common Stock to receive cash (a “Combination Cash Election”)’s Shares, subject to the provisions contained in this Agreement. Any Company Common Stock Shares with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.