Execution Version

SECURITIES PURCHASE AGREEMENT

by and between

THE UNITED STATES DEPARTMENT OF THE TREASURY 

and

HARBORSTONE CREDIT UNION

Dated as of December 27, 2016
i

Table of Contents

Page

I DEFINITIONS.....................................................................................................................1

1.01. Definitions of Certain Terms...................................................................................1

1.02. Interpretation............................................................................................................4

II THE SECURITIES PURCHASE. .......................................................................................4

2.01. Purchase and Sale of the Repurchased Securities....................................................4

2.02. Closing of the Securities Purchase...........................................................................5

III REPRESENTATIONS AND WARRANTIES....................................................................5

3.01. Representations and Warranties of the Company....................................................5

IV COVENANTS. ....................................................................................................................6

4.01. Forbearances of the Seller........................................................................................6

4.02. Further Action..........................................................................................................7

4.03. Remaining Certification and Disclosure Requirements.............................................7

4.04. Transferability Restrictions Related to Long-Term Restricted Stock......................7

4.05. CDFI Requirements.................................................................................................7

V CONDITIONS TO THE CLOSING....................................................................................8

5.01. Conditions to Each Party’s Obligations...................................................................8

5.02. Condition to Obligations of the Seller .....................................................................8

VI TERMINATION..................................................................................................................9

6.01. Termination Events..................................................................................................9

6.02. Effect of Termination.............................................................................................10

VII MISCELLANEOUS. .........................................................................................................10

7.01. Waiver; Amendment..............................................................................................10

7.02. Counterparts...........................................................................................................10

7.03. Governing Law; Choice of Forum; Waiver of Jury Trial......................................10

7.04. Expenses ................................................................................................................11

7.05. Notices ...................................................................................................................11

7.06. Entire Understanding; No Third Party Beneficiaries.............................................11

7.07. Assignment ............................................................................................................12

7.08. Severability ............................................................................................................12
SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or 

otherwise modified from time to time, this “Agreement”) is dated as of December 27, 2016 by 

and between the United States Department of the Treasury (the “Seller”) and Harborstone Credit 

Union, a Washington State credit union (the “Company”). 

RECITALS

WHEREAS, the Seller is currently the owner of and holds 2% shares Senior 

Subordinated Securities due 2023 of the Thurston Union of Low Income People (TULIP) 

Cooperative Credit Union (“TULIP”) in the original aggregate principal amount of $75,000 (the 

“CDCI Securities”);

WHEREAS, the Company and TULIP previously entered into a Merger Agreement, 

pursuant to which, among other things, and subject to the terms and conditions set forth therein, 

(i) TULIP merged with the Company and (ii) the Company assumed the performance and 

observance of TULIP’s obligations under the CDCI SPA and the CDCI Securities; and

WHEREAS, the Seller desires to sell to the Company, and the Company desires to 

purchase from the Seller, subject to the terms and conditions contained in this Agreement, all of 

the CDCI Securities (the “Repurchased Securities” and, such sale and purchase, the “Securities 

Purchase”).

NOW, THEREFORE, in consideration of the premises, and of the various 

representations, warranties, covenants and other agreements and undertakings of the parties 

hereto, and other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

I DEFINITIONS.

1.01. Definitions of Certain Terms. For purposes of this Agreement, the following 

terms are used with the meanings assigned below (such definitions to be equally applicable to 

both the singular and plural forms of the terms herein defined):

“Affiliate” means, with respect to any person, any person directly or indirectly 

controlling, controlled by or under common control with, such other person. For purposes of this 

definition, “control” (including, with correlative meanings, the terms “controlled by” and “under 

common control with”) when used with respect to any person, means the possession, directly or 

indirectly, of the power to cause the direction of management and/or policies of such person, 

whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph of this agreement.
2

“Business Day” means any day that is not a Saturday, a Sunday or other day on which 

banking organizations in the State of New York are required or authorized by Law to be closed.

“CDCI Securities” has the meaning set forth in the recitals to this agreement. 

“CDCI SPA” means that certain Securities Purchase Agreement – Standard Terms 

incorporated into a Letter Agreement, dated as of September 24, 2010, by and between the Seller 

and TULIP.

“CDFI” has the meaning set forth in Section 4.05.

“Certified Entity” means the Company or, if the Company itself has not been certified by 

the Fund as a CDFI, each Affiliate of the Company that has been certified by the CDFI and is 

specified on Schedule A of the CDCI SPA

“Closing” has the meaning set forth in Section 2.02(A).

“Closing Date” has the meaning set forth in Section 2.02(A).

“Company” has the meaning set forth in the recitals to this Agreement.

“Company Material Adverse Effect” means a material adverse effect on (i) the business, 

results of operation or financial condition of the Company and its consolidated subsidiaries taken 

as a whole; provided, however, that Company Material Adverse Effect shall not be deemed to 

include the effects of (A) changes after the date hereof in general business, economic or market 

conditions (including changes generally in prevailing interest rates, credit availability and 

liquidity, currency exchange rates and price levels or trading volumes in the United States or 

foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or 

undeclared acts of war or terrorism, in each case generally affecting the industries in which the 

Company and its subsidiaries operate, (B) changes or proposed changes after the date hereof in 

generally accepted accounting principles in the United or regulatory accounting practices, or 

authoritative interpretations thereof, or (C) changes or proposed changes after the date hereof in 

securities, banking and other laws of general applicability or related policies or interpretations of 

Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes 

or occurrences to the extent that such changes or occurrences have or would reasonably be 

expected to have a materially disproportionate adverse effect on the Company and its 

consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial 

services organizations); or (ii) the ability of the Company to consummate the Securities Purchase 

and other transactions contemplated by this Agreement and perform its obligations hereunder or 

thereunder on a timely basis.

“Compensation Regulations” means any guidance, rule or regulation, as the same shall 

be in effect from time to time, promulgated pursuant to or implementing Section 111 of the 

Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and 

Reinvestment Act of 2009, or otherwise from time to time.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
3

“Fund” has the meaning set forth in Section 4.05.

“Governmental Entity” means any court, administrative agency or commission or other 

governmental or regulatory authority or instrumentality or self-regulatory organization.

“Law” means any law, statute, code, ordinance, rule, regulation, judgment, order, award, 

writ, decree or injunction issued, promulgated or entered into by or with any Governmental 

Entity.

“Liens” means any liens, licenses, pledges, charges, encumbrances, adverse rights or 

claims and security interests whatsoever.

“Purchase Price” has the meaning set forth in Section 2.01.

“Regulatory Event” means, with respect to the Company, that (i) the Federal Deposit 

Insurance Corporation or any other applicable Governmental Entity shall have been appointed as 

conservator or receiver for the Company or any Subsidiary; (ii) the Company or any Subsidiary 

shall have been considered in “troubled condition” for the purposes of 12 U.S.C. Sec. 1831i or 

any regulation promulgated thereunder; (iii) the Company or any Subsidiary shall qualify as 

“Undercapitalized,” “Significantly Undercapitalized,” or “Critically Undercapitalized” as those 

terms are defined in 12 U.S.C. Sec. 1831o or other applicable Law; or (iv) the Company or any 

Subsidiary shall have become subject to any formal or informal regulatory action requiring the 

Company or any Subsidiary to materially improve its capital, liquidity or safety and soundness.

“Relevant Period” means the period in which any obligation of the Company or TULIP 

arising from financial assistance under the Troubled Asset Relief Program remains outstanding, 

as it may be further described in the Compensation Regulations.

“Repurchased Securities” has the meaning set forth in the recitals to this Agreement.

“Securities Purchase” has the meaning set forth in the recitals to this Agreement.

“Seller” has the meaning set forth in the introductory paragraph to this Agreement.

“Solvent” means (i) the sum of the “fair value” of the assets of the Company and its 

subsidiaries, taken as a whole, exceeds the sum of all debts of the Company and its Subsidiaries, 

taken as a whole, as such quoted terms are determined in accordance with applicable federal and 

state laws governing determinations of the insolvency of debtors, (ii) the “present fair saleable 

value” of the assets of the Company and its Subsidiaries, taken as a whole, is greater than the 

amount that will be required to pay the probable liability on existing debts of the Company and 

its Subsidiaries, taken as a whole, as such debts become absolute and matured, as such quoted 

term is determined in accordance with applicable federal and state laws governing 

determinations of the insolvency of debtors, (iii) the capital of the Company and its Subsidiaries, 

taken as a whole, is not unreasonably small in relation to the business in which they are or are 

about to become engaged, (iv) the Company and its Subsidiaries, taken as a whole, do not intend 

to incur, or believe that they will incur, debts beyond their ability to pay as they mature. For 

purposes of clauses (i) through (iv) above, (a) (i) “debt” means liability on a “claim” and (ii) 

“claim” means any (x) right to payment, whether or not such a right is reduced to judgment, 
4

liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, 

equitable, subordinated, secured or unsecured or (y) right to an equitable remedy for breach of 

performance if such breach gives rise to a right to payment, whether or not such right to an 

equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, 

undisputed, secured or unsecured and (b) the amount of any contingent, unliquidated and 

disputed claim and any claim that has not been reduced to judgment at any time has been 

computed as the amount that, in light of all the facts and circumstances existing at such time, 

represents the amount that can reasonably be expected to become an actual or matured liability 

(irrespective of whether such liabilities meet the criteria for accrual under the Financial 

Accounting Standards Board Statement of Financial Accounting Standards No. 5).

“Subsidiary” means, with respect to any person, any bank, corporation, partnership, joint 

venture, limited liability company or other organization, whether incorporated or unincorporated, 

(i) of which such person or a subsidiary of such person is a general partner or managing member 

or (ii) at least a majority of the securities or other interests of which having by their terms 

ordinary voting power to elect a majority of the board of directors or persons performing similar 

functions with respect to such entity is directly or indirectly owned by such person and/or one or 

more subsidiaries thereof.

“TULIP” has the meaning set forth in the recitals to this Agreement.

1.02. Interpretation. The words “hereof,” “herein” and “hereunder” and words of 

similar import when used in this Agreement shall refer to this Agreement as a whole and not to 

any particular provision of this Agreement, and Section references are to this Agreement unless 

otherwise specified. Whenever the words “include,” “includes” or “including” are used in this 

Agreement, they shall be deemed to be followed by the words “without limitation.” The term 

“person” as used in this Agreement shall mean any individual, corporation, limited liability 

company, limited or general partnership, joint venture, government or any agency or political 

subdivision thereof, or any other entity or any group (as defined in Section 13(d)(3) of the 

Exchange Act) comprised of two or more of the foregoing. The table of contents and headings 

contained in this Agreement are for reference purposes only and shall not affect in any way the 

meaning or interpretation of this Agreement. In this Agreement, all references to “dollars” or 

“$” are to United States dollars. This Agreement and any documents or instruments delivered 

pursuant hereto or in connection herewith shall be construed without regard to the identity of the 

person who drafted the various provisions of the same. Each and every provision of this 

Agreement and such other documents and instruments shall be construed as though all of the 

parties participated equally in the drafting of the same. Consequently, the parties acknowledge 

and agree that any rule of construction that a document is to be construed against the drafting 

party shall not be applicable either to this Agreement or such other documents and instruments.

II THE SECURITIES PURCHASE.

2.01. Purchase and Sale of the Repurchased Securities. Subject to, and on the terms 

and conditions of, this Agreement, effective at the Closing, the Company will purchase from the 

Seller, and the Seller will sell, transfer, convey, assign and deliver to the Company, the 

Repurchased Securities, free and clear of all Liens. The aggregate purchase price for the 

Repurchased Securities shall be an amount in cash equal to (a) Seventy-One Thousand Two 
5

Hundred Five Dollars ($71,205), plus (b) all accrued and unpaid interest or dividends, as 

applicable, on the Repurchased Securities to but excluding the Closing Date (together (a) and (b), 

the “Purchase Price”).

2.02. Closing of the Securities Purchase. 

(A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) 

shall be held at such time or date that is agreed to in writing by the Seller and the 

Company (the date on which the Closing occurs, the “Closing Date”). The Closing shall 

be held at such place as the Seller and the Company shall mutually agree in writing. 

(B) At the Closing, or simultaneously therewith, the following shall occur:

(1) the Seller will deliver to the Company notes for the Repurchased 

Securities; and

(2) the Company will pay the aggregate Purchase Price to the Seller, 

by wire transfer in immediately available funds, to an account designated in 

writing by the Seller to the Company, such designation to be made not later than 

two Business Days prior to the Closing Date.

III REPRESENTATIONS AND WARRANTIES.

3.01. Representations and Warranties of the Company. The Company hereby 

represents and warrants to the Seller as follows: 

(A) Existence and Power. The Company is duly organized and validly 

existing as a credit union under the Laws of the State of Washington and has all requisite 

power and authority to execute and deliver this Agreement and to consummate the 

transactions contemplated by this Agreement.

(B) Authorization. The execution and delivery of this Agreement, and the 

consummation by the Company of the transactions contemplated hereby, have been duly 

and validly approved by all necessary action of the Company, and no other corporate or 

shareholder proceedings on the part of the Company are necessary to approve this 

Agreement or to consummate the transactions contemplated hereby. This Agreement has 

been duly and validly executed and delivered by the Company, and (assuming the due 

authorization, execution and delivery of this Agreement by the Seller) this Agreement 

constitutes a valid and binding obligation of the Company, enforceable against the 

Company in accordance with its terms, except as enforcement may be limited by general 

principles of equity whether applied in a court of law or a court of equity and by 

bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies 

generally.

(C) Non-Contravention. Neither the execution and delivery of this Agreement 

nor the consummation by the Company of the transactions contemplated hereby will 

violate any provision of the charter or bylaws or similar governing documents of the 
6

Company or, assuming that the consents, approvals, filings and registrations referred to in 

Section 3.01(D) are received or made (as applicable), applicable Law. 

(D) Consents and Approvals. Except for the prior written approval of the 

National Credit Union Administration for the Company to purchase the Repurchased 

Securities from the Seller, no consents or approvals of, or filings or registrations with, 

any Governmental Entity or of or with any other third party by and on behalf of the 

Company are necessary in connection with the execution and delivery by the Company of 

this Agreement and the consummation by the Company of the transactions contemplated 

hereby. 

(E) Securities Matters. The Repurchased Securities are being acquired by the 

Company for its own account and without a view to the public distribution or sale of the 

Repurchased Securities.

(F) Availability of Funds. The Company has and will have, as of the Closing, 

sufficient funds available to consummate the transactions contemplated hereunder.

(G) Required Payments. The Company and TULIP have paid or caused to be 

paid the principal of, and interest on, the CDCI Securities in the manner provided by the 

terms of the CDCI Securities and the CDCI SPA and no accrued but unpaid interest with 

respect to such CDCI Securities is outstanding.

(H) Compliance with CDCI SPA. The Company and TULIP are in compliance 

in all respects with the provisions of the CDCI SPA and the related documents entered 

into in connection therewith, including the dividend restrictions found in Section 4.2(b) 

of the CDCI SPA and the executive compensation rules found in Section 4.1(e) of the 

CDCI SPA.

IV COVENANTS.

4.01. Forbearances of the Seller. From the date hereof until the Closing, without the 

prior written consent of the Company, the Seller will not:

(A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, 

hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any 

hedging transactions with respect to, any of the Repurchased Securities or any portion 

thereof or interest therein (other than pursuant to the Securities Purchase); or 

(B) agree, commit to or enter into any agreement to take any of the actions 

referred to in Section 4.01(A).

Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in 

Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such 

Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until 

the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able 

to exercise all rights and privileges with respect to the Repurchased Securities.
7

4.02. Further Action. The Seller and the Company (A) shall each execute and deliver, 

or shall cause to be executed and delivered, such documents and other instruments and shall take, 

or shall cause to be taken, such further action as may be reasonably necessary to carry out the 

provisions of this Agreement and give effect to the transactions contemplated by this Agreement 

and (B) shall refrain from taking any actions that could reasonably be expected to impair, delay 

or impede the Closing or the consummation of the transactions contemplated by this Agreement.

4.03. Remaining Certification and Disclosure Requirements. The Company 

acknowledges and agrees to comply with the certification and disclosure requirements set forth 

in the Compensation Regulations, including without limitation those submissions that are 

required with respect to the final portion of the Relevant Period (see, for example, Sections 

30.7(c) and (d), Sections 30.11(b) and (c) and Section 30.15(a)(3) of the Compensation 

Regulations and FAQ-14 in the Frequently Asked Questions to the Compensation Regulations, 

available at www.financialstability.gov).

4.04. Transferability Restrictions Related to Long-Term Restricted Stock. The 

Company acknowledges that any long-term restricted stock (as defined in Section 30.1 of the 

Compensation Regulations) awarded by the Company or TULIP that has otherwise vested may 

not become transferable, or payable in the case of a restricted stock unit, at any time earlier than 

as permitted under the schedule set forth in the definition of long-term restricted stock in Section 

30.1 of the Compensation Regulations. For this purpose, aggregate financial assistance received 

(for purposes of the definition of long-term restricted stock) includes the full original liquidation 

amount with respect to CDCI Securities in the original aggregate principal amount of $75,000

(see FAQ-15 in the Frequently Asked Questions to the Compensation Regulations, available at 

www.financialstability.gov). Upon the sale of the CDCI Securities to the Company, in the event 

that any long-term restricted stock awarded by the Company or TULIP is not permitted to 

become transferable, or payable in the case of a restricted stock unit, under the schedule set forth 

in the definition of long-term restricted stock in Section 30.1 of the Compensation Regulations, 

the Company shall cancel such long-term restricted stock and/or restricted stock units.

4.05. CDFI Requirements. Until September 30, 2018, the Company and each Certified 

Entity shall (A) be certified by the Community Development Financial Institution Fund (the 

“Fund”) of the United States Department of the Treasury pursuant to 12 C.F.R. 1805.201(a) as a 

regulated community development financial institution (a “CDFI”); (B) together with all of its 

Affiliates collectively meet the eligibility requirements of 12 C.F.R. 1805.200(b); (C) have a 

primary mission of promoting community development, as may be determined by the Seller from 

time to time, based on criteria set forth in 12 C.F.R. 1805.201(b)(1); (D) provide Financial 

Products, Development Services, and/or other similar financing as a predominant business 

activity in arm’s-length transactions; (E) serve a Target Market by serving one or more

Investment Areas and/or Targeted Populations as may be determined by the Seller from time to 

time, substantially in the manner set forth in 12 C.F.R. 1805.201(b)(3); (F) provide Development 

Services in conjunction with its Financial Products, directly, through an Affiliate or through a 

contract with a third-party provider; (G) maintain accountability to residents of the applicable 

Investment Area(s) or Targeted Population(s) through representation on its governing Board of 

Directors or otherwise; and (H) remain a non-governmental entity which is not an agency or 

instrumentality of the United States of America, or any State or political subdivision thereof, as 

described in 12 C.F.R. 1805.201(b)(6) and within the meaning of any supplemental regulations 
8

or interpretations of 12 C.F.R. 1805.201(b)(6) or such supplemental regulations published by the 

Fund. Notwithstanding any other provision hereof, as used in this Section 4.05, the terms

“Affiliates”; “Financial Products”; “Development Services”; “Target Market”; “Investment 

Areas”; and “Targeted Populations” have the meanings ascribed to such terms in 12 C.F.R. 

1805.104.

V CONDITIONS TO THE CLOSING.

5.01. Conditions to Each Party’s Obligations. The respective obligations of each of the 

Company and the Seller to consummate the Securities Purchase are subject to the fulfillment, or 

written waiver by the Company and the Seller, prior to the Closing, of each of the following 

conditions:

(A) Company Regulatory Approvals. All regulatory approvals required to 

consummate the Securities Purchase shall have been obtained and shall remain in full 

force and effect and all statutory waiting periods in respect thereof shall have expired or 

been terminated.

(B) No Injunctions or Restraints; Illegality. No order, injunction or decree 

issued by any court or agency of competent jurisdiction or other legal restraint or 

prohibition preventing the consummation of the Securities Purchase shall be in effect. 

No Law shall have been enacted, entered, promulgated or enforced by any Governmental 

Entity which prohibits or makes illegal the consummation of the Securities Purchase.

5.02. Condition to Obligations of the Seller. The obligation of the Seller to 

consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the 

Seller, prior to the Closing, of the following conditions:

(A) Other Events. None of the following shall have occurred since the date 

hereof:

(1) the Company or any of its Subsidiaries shall have (a) dissolved 

(other than pursuant to a consolidation, amalgamation or merger); (b) become 

insolvent or unable to pay its debts or failed or admitted in writing its inability 

generally to pay its debts as they become due; (c) made a general assignment, 

arrangement or composition with or for the benefit of its creditors; (d) instituted 

or have instituted against it a proceeding seeking a judgment of insolvency or 

bankruptcy or any other relief under any bankruptcy or insolvency law or other 

similar law affecting creditors’ rights, or a petition shall have been presented for 

its winding-up or liquidation, and, in the case of any such proceeding or petition 

instituted or presented against it, such proceeding or petition shall have resulted in 

a judgment of insolvency or bankruptcy or the entry of an order for relief or the 

making of an order for its winding-up or liquidation; (e) had a resolution passed 

for its winding-up, official management or liquidation (other than pursuant to a 

consolidation, amalgamation or merger); (f) sought or shall have become subject 

to the appointment of an administrator, provisional liquidator, conservator, 

receiver, trustee, custodian or other similar official for it or for all or substantially 
9

all its assets; (g) had a secured party take possession of all or substantially all its 

assets or had a distress, execution, attachment, sequestration or other legal process 

levied, enforced or sued on or against all or substantially all its assets; (h) caused 

or shall have been subject to any event with respect to it, which, under the 

applicable laws of any jurisdiction, had an analogous effect to any of the events 

specified in clauses (a) to (g) (inclusive); or (i) taken any action in furtherance of, 

or indicating its consent to, approval of, or acquiescence in, any of the foregoing 

acts;

(2) a Governmental Entity in any jurisdiction shall have (a) 

commenced an action or proceeding against the Company or any of its 

Subsidiaries; or (b) issued or entered a temporary restraining order, preliminary or 

permanent injunction or other order applicable to the Company or any of its 

Subsidiaries, which in the case of (a) and (b) shall have had or shall be reasonably 

expected to have a Company Material Adverse Effect;

(3) any fact, circumstance, event, change, occurrence, condition or 

development shall have occurred that, individually or in the aggregate, shall have 

had or shall be reasonably likely to have a Company Material Adverse Effect; or

(4) any Regulatory Event not otherwise existing on the date hereof.

(B) Representations and Warranties. The representations and warranties set 

forth in Article III of this Agreement shall be true and correct as though made on and as 

of the Closing Date.

(C) Consents and Approvals. All consents and approvals of, and filings and 

registrations with, all Governmental Entities and of or with any other third party by and 

on behalf of the Company that are necessary in connection with the execution and 

delivery by the Company of this Agreement and the consummation by the Company of 

the transactions contemplated hereby shall have been obtained or made, as applicable, 

and shall remain in full force and effect.

(D) Performance Obligations. The Company shall have performed in all 

material respects all obligations required to be performed by it under this Agreement at or 

prior to the Closing.

(E) Closing Certificate. The Company shall deliver to the Seller a certificate in 

the form attached hereto as Exhibit A, dated as of the Closing Date, signed on behalf of 

the Company by a senior executive officer thereof certifying to the effect that (i) all 

conditions precedent to the Closing have been satisfied and (ii) before and after giving 

effect to the Closing the Company and its Subsidiaries on a consolidated basis are (and 

will be, as the case may be) Solvent.

VI TERMINATION.

6.01. Termination Events. This Agreement may be terminated at any time prior to the 

Closing:
10

(A) by mutual written agreement of the Company and the Seller; or

(B) by the Company, upon written notice to the Seller, or by the Seller, upon 

written notice to the Company, in the event that the Closing Date does not occur on or 

before December 31, 2016; provided, however, that the respective rights to terminate this 

Agreement pursuant to this Section 6.01(B) shall not be available to any party whose 

failure to fulfill any obligation under this Agreement shall have been the cause of, or shall 

have resulted in, the failure of the Closing Date to occur on or prior to such date.

6.02. Effect of Termination. In the event of termination of this Agreement as provided 

in Section 6.01, this Agreement shall forthwith become void and have no effect, and none of the 

Seller, the Company, any affiliates of the Company or any officers or directors of the Company 

or any of its affiliates shall have any liability of any nature whatsoever hereunder, or in 

connection with the transactions contemplated hereby, except that this Section 6.02 and Sections 

7.03, 7.04, 7.05 and 7.06 shall survive any termination of this Agreement. 

VII MISCELLANEOUS.

7.01. Waiver; Amendment. Any provision of this Agreement may be (A) waived in 

writing by the party benefiting by the provision, or (B) amended or modified at any time by an 

agreement in writing signed by each of the parties hereto. Neither any failure nor any delay by 

any party in exercising any right, power or privilege under this Agreement or any of the 

documents referred to in this Agreement will operate as a waiver of such right, power or 

privilege, and no single or partial exercise of any such right, power or privilege will preclude any 

other or further exercise of such right, power or privilege. 

7.02. Counterparts. This Agreement may be executed by facsimile or other electronic 

means and in counterparts, all of which shall be considered an original and one and the same 

agreement and shall become effective when counterparts have been signed by each of the parties 

and delivered to the other parties, it being understood that all parties need not sign the same 

counterpart.

7.03. Governing Law; Choice of Forum; Waiver of Jury Trial. 

(A) This Agreement and any claim, controversy or dispute arising under or 

related to this Agreement, the relationship of the parties, and/or the interpretation and 

enforcement of the rights and duties of the parties shall be enforced, governed, and 

construed in all respects (whether in contract or in tort) in accordance with the federal 

law of the United States if and to the extent such law is applicable, and otherwise in 

accordance with the laws of the State of New York applicable to contracts made and to be 

performed entirely within such State. Each of the parties hereto agrees (a) to submit to 

the exclusive jurisdictions and venue of the United States District Court of the District of 

Columbia and the United States Court of Federal Claims for any and all civil actions, 

suits or proceedings arising out of or relating to this Agreement or the transactions 

contemplated hereby, and (b) that notice may be served upon (i) the Company at the 

address and in the manner set forth for notices to the Company in Section 7.05 and (ii) 
11

the Seller at the address and in the manner set forth for notices to the Seller in Section 

7.05, but otherwise in accordance with federal law. 

(B) To the extent permitted by applicable Law, each of the parties hereto 

hereby unconditionally waives trial by jury in any civil legal action or proceeding 

relating to this Agreement or the transactions contemplated hereby. 

7.04. Expenses. If requested by the Seller, the Company shall pay all reasonable out of 

pocket and documented costs and expenses associated with this Agreement and the transactions 

contemplated by this Agreement, including, but not limited to, the reasonable fees, 

disbursements and other charges of the Seller’s legal counsel and financial advisors.

7.05. Notices. All notices and other communications hereunder shall be in writing and 

shall be deemed given on the date of delivery if delivered personally or telecopied (upon 

telephonic confirmation of receipt), on the first Business Day following the date of dispatch if 

delivered by a recognized next day courier service, or on the third Business Day following the 

date of mailing if delivered by registered or certified mail, return receipt requested, postage 

prepaid. All notices hereunder shall be delivered as set forth below or pursuant to such other 

instructions as may be designated in writing by the party to receive such notice: 

If to the Company to: 

Harborstone Credit Union 

PO Box 4207 

Tacoma, WA 98438-0207 

If to the Seller to: 

United States Department of the Treasury 

Office of Financial Stability 

1500 Pennsylvania Avenue, NW, Room 2312 

 (Banking and Finance) 

With a copy to: 

Cadwalader, Wickersham & Taft LLP 

200 Liberty Street 

New York, New York 10281 

7.06. Entire Understanding; No Third Party Beneficiaries. This Agreement (together 

with the documents, agreements and instruments referred to herein) represents the entire 
12

understanding of the parties with respect to the subject matter hereof and supersedes any and all 

other oral or written agreements heretofore made with respect to the subject matter hereof. 

Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other 

than the parties hereto, any rights or remedies hereunder.

7.07. Assignment. Neither this Agreement nor any right, remedy, obligation or liability 

arising hereunder or by reason hereof shall be assignable by any party hereto without the prior 

written consent of the other party, and any attempt to assign any right, remedy, obligation or 

liability hereunder without such consent shall be null and void; provided, however, that the Seller 

may assign this Agreement to an Affiliate of the Seller. If the Seller assigns this Agreement to 

an Affiliate, the Seller shall be relieved of its obligations and liabilities under this Agreement but 

(i) all rights, remedies, obligations and liabilities of the Seller hereunder shall continue and be 

enforceable by and against and assumed by such Affiliate, (ii) the Company’s obligations and 

liabilities hereunder shall continue to be outstanding and (iii) all references to the Seller herein 

shall be deemed to be references to such Affiliate. The Seller will give the Company notice of 

any such assignment; provided, that the failure to provide such notice shall not void any such 

assignment.

7.08. Severability. Any term or provision of this Agreement which is determined by a 

court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as 

to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without 

rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement 

or affecting the validity, legality or enforceability of any of the terms or provisions of this 

Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be 

so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is 

enforceable, in all cases so long as neither the economic nor legal substance of the transactions 

contemplated hereby is affected in any manner materially adverse to any party or its 

shareholders. Upon any such determination, the parties shall negotiate in good faith in an effort 

to agree upon a suitable and equitable substitute provision to effect the original intent of the 

parties.

[Remainder of page intentionally left blank]


Exhibit A

FORM OF OFFICER’S CERTIFICATE

HARBORSTONE CREDIT UNION

OFFICER’S CERTIFICATE 

The undersigned, Laurie Leno, the Senior Vice President/Chief Financial Officer of 

Harborstone Credit Union, a Washington State credit union (the “Company”), pursuant to 

Section 5.02(E) of the Securities Purchase Agreement, dated as of December 27, 2016, by and 

between the United States Department of the Treasury and the Company (the “Agreement”), 

does hereby certify, on behalf of the Company, in her capacity as a senior executive officer of 

the Company and not individually, that (i) all conditions precedent to the Closing have been 

satisfied; and (ii) before and after giving effect to the Closing the Company and its Subsidiaries 

on a consolidated basis are (and will be, as the case may be) Solvent.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned 

to them in the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on this 27th day 

of December, 2016.

By: __________________________________

Name: Laurie Leno

Title: SVP/CFO