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Item 6.
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Indemnification of Directors and Officers.
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The Registrant is incorporated under the
laws of the State of Washington. Sections 23B.08.510 and 23B.08.570 of the Washington Business Corporation Act authorize Washington
corporations to indemnify directors and officers under certain circumstances against expenses (including legal expenses) and liabilities
incurred in legal proceedings in which they are involved by reason of being a director or officer, as applicable. Section 23B.08.560
of the Washington Business Corporation Act authorizes a corporation, if authorized by its articles of incorporation or by a provision
in the corporation’s bylaws approved by its shareholders, to indemnify or agree to indemnify a director made a party to a
proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations imposed
by Sections 23B.08.510 through 23B.08.550; provided that no such indemnity shall indemnify any director from or on account of (a)
acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law, (b) conduct of the
director finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act (which section relates
to unlawful distributions) or (c) any transaction with respect to which it was finally adjudged that such director personally received
a benefit in money, property or services to which the director was not legally entitled.
Article 11 of the Registrant’s articles
of incorporation, provides that, to the fullest extent that the Washington Business Corporation Act permits the limitation or elimination
of the liability of a director, a director shall not be liable to the Registrant or its shareholders for monetary damages for conduct
as a director. Section 10 of the Registrant’s amended and restated bylaws requires the Registrant to indemnify every present
or former director or officer against expenses, liabilities and losses incurred in connection with serving as a director or officer,
as applicable, and to advance expenses of such director or officer incurred in defending any proceeding covered by the indemnity.
The Registrant maintains a policy of directors’
and officers’ liability insurance that insures the directors and officers against the cost of defense, settlement or payment
of a judgment under certain circumstances. The Registrant has also entered into indemnification agreements with its executive officers
and directors that provide for the indemnification of directors and executive officers to the fullest extent permitted by the Washington
Business Corporation Act against expenses reasonably incurred by such persons in any threatened, pending or completed action, suit,
investigation or proceeding in connection with their service as (i) a director or officer or (ii) a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to
employee benefit plans, at the Registrant’s request. In addition, the indemnification agreements provide the Registrant with
the obligation to advance expenses under certain circumstances and provide for procedural protections, including a determination
by a reviewing party as to whether the indemnitee is permitted to be indemnified under applicable law. In addition, the Registrant
acknowledges that it will be the indemnitor of first resort should the indemnitee have rights to indemnification provided by other
persons.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing of such annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by such Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.