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 shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Northrim and Alaska Pacific shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) days prior to the anticipated Effective Time or on such other date as Northrim and Alaska Pacific shall mutually agree (“Mailing Date”) to each holder of record of Shares as of five (5) Business Days prior to the Mailing Date (“Election Form Record Date”). Northrim shall make available one or more Election Forms as may be reasonably requested by all Persons who become holders (or beneficial owners) of Shares after the Election Form Record Date and prior to the Election Deadline (as defined below), and 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) shares of Northrim Common Stock (a “Stock Election”) with respect to all of such holder’s Shares, or (ii) cash (a “Cash Election”) with respect to all of such holder’s Shares, subject to the provisions contained in this Agreement. Any 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.

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 Northrim Parent and Alaska Pacific Company shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) 35 days prior to the anticipated Effective Time or on such other date as Northrim Parent and Alaska Pacific Company shall mutually agree (“Mailing Date”) to each holder of record of Shares Company Common Stock as of five (5) Business Days prior to -15- the Mailing Date (“Election Form Record Date”). Northrim Parent shall make available one or more Election Forms as may be reasonably requested by all Persons who become holders (or beneficial owners) of Shares Company Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Alaska Pacific 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 Common Stock Merger Consideration in either (i) shares of Northrim Parent Common Stock (a “Stock Election”) with respect to all of such holder’s Shares's Company Common Stock, or (ii) cash (a “Cash Election”) with respect to all of such holder’s Shares'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 Shares 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.