Contract analysis

Section 1.1 Registered Office The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Corporation at such address shall be National Registered Agents of Delaware, Inc. The Board of Directors of the Corporation (the "Board of Directors" or the "Board") may, from time to time and in the manner provided by the DGCL,

Section 1.2 Principal Executive Office The principal executive office of the Corporation shall be located at 4800 Lakeview Blvd, Suite 1100, Bellevue, Washington 98004, or at such other place, within or without the State of Delaware, as the Board of Directors may designate from time to time. The principal executive office may serve as the location at which corporate records are maintained, officers conduct the genera

Section 1.3 Other Offices The Corporation may have such other offices and places of business, within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. The Corporation may maintain offices, facilities, distribution centers, administrative locations, or other business premises in such jurisdictions as may be necessary or desira

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meeting An annual meeting of the stockholders of the Corporation shall be held each year on such date, at such time, and at such place, if any, either within or without the State of Delaware, as shall be designated by the Board of Directors from time to time and stated in the notice of meeting. The annual meeting shall be held for the purpose of electing directors and for the transaction of such ot

Section 2.2 Special Meetings Special meetings of the stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer, or a majority of the Board of Directors. Stockholders shall not have the right to call a special meeting of stockholders, request that the Secretary call a special meeting of stockholders, or require that any matter be brought before a special meeting excep

Section 2.3 Notice of Meetings Written notice of each meeting of stockholders, whether annual or special, shall be given in accordance with the DGCL to each stockholder of record entitled to vote at such meeting. Each such notice shall state the place, if any, date, and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed present in person and vote at s

Section 2.4 Record Date In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders, entitled to vote at any meeting of stockholders or any adjournment thereof, entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose

Section 2.5 Quorum Except as otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the voting power of the shares of capital stock of the Corporation entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. If a quorum is not present or represented at an

Section 2.6 Voting; Proxies At all meetings of stockholders, each stockholder entitled to vote shall have one vote for each share of capital stock registered in such stockholder's name on the books of the Corporation as of the applicable record date, unless otherwise provided by the Certificate of Incorporation or required by applicable law. Stockholders may vote in person or by proxy. Every proxy shall be authorized

Section 2.7 Adjournment Any meeting of stockholders, annual or special, may be adjourned from time to time to another date, time, or place, if any, by the chairman of the meeting or by the stockholders as provided in these Bylaws. Unless otherwise required by the DGCL, notice need not be given of any adjourned meeting if the date, time, place, if any, and means of remote communication, if any, by which stockholders a

Section 2.8 Conduct of Meetings The Chairman of the Board, or in the Chairman's absence, the Chief Executive Officer, or in the Chief Executive Officer's absence, a person designated by the Board of Directors, shall act as chairman of any meeting of stockholders. The Secretary of the Corporation shall act as secretary of the meeting, but in the Secretary's absence the chairman of the meeting may appoint any person to

Section 2.9 Inspectors of Election The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the chairman of the meeting shall app

Section 2.13 Proxy Access for Director Nominations (a) Inclusion of Stockholder Nominees in Proxy Materials Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of stockholders, subject to the conditions and requirements of this Section 2.13, the Corporation shall include in its proxy statement and on its form of proxy the name of any person nominated for ele

ARTICLE III BOARD OF DIRECTORS

Section 3.1 General Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by the DGCL or the Certificate of Incorporation. The Board of Directors shall have the authority to exercise all powers of the Corporation and to do all lawful acts and things that are not by law, the Certificate of Incorporation, or these Bylaws req

Section 3.2 Number of Directors; Qualifications The number of directors constituting the entire Board of Directors shall be determined from time to time by resolution of the Board of Directors adopted by a majority of the entire Board. As of the date of adoption of these Bylaws, the number of directors is fixed at eleven (11). Directors need not be stockholders of the Corporation. Directors shall satisfy any qualific

Section 3.3 Election and Term of Office Directors shall be elected at each annual meeting of stockholders in accordance with these Bylaws. Each director shall serve until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, retirement, disqualification, or removal. If directors are not elected at an annual meeti

Section 3.4 Vacancies and Newly Created Directorships Vacancies on the Board of Directors, including vacancies resulting from an increase in the number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. A director chosen to fill a vacancy or newly created directorship shall hold office until the next annual meeting of stockholders and

Section 3.5 Resignation Any director may resign at any time by delivering written notice of resignation to the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Corporation. A resignation may be delivered by electronic transmission to the extent permitted by the DGCL. A resignation shall take effect at the time specified therein. If no time is specified, the resignation shall take effect upo

Section 3.6 Removal Any director may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote in the election of directors, unless the Certificate of Incorporation provides otherwise. Any removal shall be effective at such time as may be specified in the stockholder action effe

Section 3.7 Regular Meetings Regular meetings of the Board of Directors may be held at such times and places, if any, within or without the State of Delaware, as the Board of Directors may from time to time determine. Notice of regular meetings need not be given if the date, time, and place, if any, thereof have been previously fixed by resolution of the Board of Directors or otherwise communicated to all directors.

Section 3.8 Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, or any two directors. The person or persons calling a special meeting may designate the place, if any, date, and time of the meeting. Notice of each special meeting shall be given to each director at least twenty-four (24) hours before the meeting if given by telephone, elec

Section 3.9 Quorum At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time until a quorum is present. The act of a majority of the directors present at any meeting at which a quorum

Section 3.10 Participation by Remote Communication Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting. The Corpor

Section 3.11 Action Without a Meeting Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as applicable, consent thereto in writing or by electronic transmission. Such consent or consents shall be filed with t

Section 3.12 Committees of the Board (a) Establishment. The Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees of the Board, each committee consisting of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the abse

2. Compensation & Human Capital Committee;

3. Nominating & Corporate Governance Committee;

4. Each standing committee shall operate pursuant to a written charter adopted by the Board of Directors, as such charter may be amended from time to time. Each committee shall have such composition, authority, duties, and responsibilities as are set forth in its charter and in the resolutions of the Board of Directors establishing or modifying such committee. (c) Committee Authority Each committee shall have and may

Section 3.13 Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors may fix the compensation of directors, including annual retainers, meeting fees, committee fees, equity or stock-based awards, deferred compensation, and reimbursement of expenses incurred in connection with service to the Corporation. No such compensation shall preclude any director from ser

Section 3.14 Chairman of the Board The Board of Directors shall elect a Chairman of the Board from among its members. The Chairman of the Board shall preside at all meetings of the Board of Directors and at all meetings of stockholders, unless otherwise provided in these Bylaws or determined by the Board of Directors. The Chairman of the Board shall perform such other duties and exercise such other powers as the Boar

Section 4.1 Officers Generally The officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. The President may also be the Chief Executive Officer. The Board of Directors may appoint such additional officers, assistant officers, and agents as it deems nece

Section 4.2 Election and Term The officers of the Corporation shall be elected or appointed by the Board of Directors and shall hold office until their successors are duly elected or appointed and qualified, or until their earlier death, resignation, or removal. The Board of Directors may delegate to the Chief Executive Officer or another officer the authority to appoint and remove subordinate officers, agents, and e

Section 4.3 Removal Any officer may be removed, with or without cause, by the Board of Directors at any time. Any subordinate officer, agent, or employee appointed by another officer may also be removed by such appointing officer or by the Chief Executive Officer, unless the Board of Directors provides otherwise. Removal of an officer shall be without prejudice to the contractual rights, if any, of the person so remo

Section 4.4 Resignation Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Corporation. A resignation may be delivered by electronic transmission to the extent permitted by the DGCL. A resignation shall take effect at the time specified therein or, if no time is specified, upon delivery. Unless otherwis

Section 4.5 Chief Executive Officer The Chief Executive Officer shall have general supervision, direction, and control of the business and affairs of the Corporation, subject to the direction and oversight of the Board of Directors. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect and shall have such powers and perform such duties as are customari

Section 4.6 President The President shall have such powers and perform such duties as the Board of Directors may prescribe or as the Chief Executive Officer may delegate. The President may have responsibility for such operating, administrative, or strategic functions of the Corporation as may be assigned from time to time. If no Chief Executive Officer has been elected or appointed, the President shall be the chief e

Section 4.7 Vice Presidents Each Vice President shall perform such duties and exercise such powers as the Board of Directors, the Chief Executive Officer, or the President may assign. Vice Presidents may be designated by titles indicating rank, function, or area of responsibility, including Executive Vice President, Senior Vice President, or Vice President. In the absence or disability of the President, the Vice Pres

Section 4.8 Secretary The Secretary shall keep or cause to be kept the minutes of all meetings of the stockholders, the Board of Directors, and committees of the Board of Directors. The Secretary shall ensure that such minutes are maintained as part of the corporate records of the Corporation. The Secretary shall give, or cause to be given, all notices required by law, the Certificate of Incorporation, these Bylaws,

Section 4.9 Treasurer The Treasurer shall have custody of the corporate funds and securities of the Corporation and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors

Section 4.10 Other Officers Other officers elected or appointed by the Board of Directors shall exercise such powers and perform such duties as the Board of Directors may determine. Any such officer may be assigned authority over one or more functions, divisions, business units, or subsidiaries of the Corporation. Unless the Board of Directors provides otherwise, the Chief Executive Officer may define the responsibil

Section 4.11 Vacancies Any vacancy in any office by reason of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors. A vacancy in any subordinate office may also be filled by the officer or officers authorized to appoint the holder of such office, unless the Board of Directors provides otherwise. An officer elected or appointed to fill a vacancy shall hold office for the

Section 5.1 Shares of Stock The shares of stock of the Corporation shall be represented by certificates or shall be uncertificated shares, as provided by the DGCL and as determined by the Board of Directors. The Corporation's common stock has a par value of $0.01 per share. As set forth in the Certificate of Incorporation, the Corporation is authorized to issue two hundred million (200,000,000) shares of common stock

Section 5.2 Transfer Agent and Registrar The Board of Directors may appoint one or more transfer agents and one or more registrars for shares of stock of the Corporation and may require that stock certificates, if any, bear the signature of any transfer agent or registrar. As of the date of these Bylaws, Pennington Shareholder Services LLC serves as the transfer agent and registrar for the Corporation's common stock.

Section 5.3 Transfer of Stock Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof or by the holder's duly authorized attorney-in-fact. If shares are represented by certificates, transfer shall be made upon surrender to the Corporation or its transfer agent of the certificate or certificates representing such shares, properly endorsed or accompanied by proper evidence