THE MERGER

Section 1.01.          The Merger.  Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and the WBCA, at the Effective Time (as defined in Section 1.02), Merger Sub shall be merged with and into the Company.  Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and an indirect wholly owned subsidiary of Parent.

Section 1.02.          Effective Time; Closing.  The closing (the “Closing”) will be held at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, New York at 10:00 A.M., New York, New York time, on the fifth business day following the date of the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or such other place and time as Parent and the Company may agree in writing (the “Closing Date”).  On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing articles of merger (the “Articles of Merger”) with the Secretary of State of the State of Washington, in such form as is required by, and executed in accordance with, the relevant provisions of Washington law.  The Merger shall become effective at such time at which such Articles of Merger shall be duly filed with the Secretary of State of the State of Washington, or at such later time reflected in such Articles of Merger as shall be agreed by Parent and the Company in writing (the time that such Merger becomes effective, the “Effective Time”).

Section 1.03.          Effects of the Merger.  The effect of the Merger shall be as provided in this Agreement and the applicable provisions of the WBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

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