ck1437958-20260722

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2026

COASTAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Washington

001-38589

56-2392007

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5415 Evergreen Way, Everett, Washington 98203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (425) 257-9000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value per share	CCB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ⃞

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Brandon Soto, Executive Vice President and Chief Financial Officer

On July 22, 2026, Coastal Financial Corporation (the “Company”), announced that Brandon Soto, Executive Vice President and Chief Financial Officer will step down from his role as Chief Financial Officer of the Company, effective August 15, 2026, to pursue a position as the Chief Executive Officer of a banking subsidiary of a privately held company in the financial technology sector. Mr. Soto’s departure is not related to any disagreements with the Company.

In connection with his separation, the Company and Mr. Soto entered into a Separation Agreement (the “Separation Agreement”), dated July 22, 2026, that provides for a waiver of any advance notice requirements and repayment of a $15,000 signing bonus by Mr. Soto in exchange for Mr. Soto agreeing to certain restrictive covenants. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Appointment of Joel Edwards, Interim Chief Financial Officer

In connection with Mr. Soto’s departure, the Company has appointed Joel Edwards as Interim Chief Financial Officer, effective August 15, 2026.

Mr. Edwards, 65, was previously the Chief Financial Officer of the Company and the Coastal Community Bank (the “Bank”), a subsidiary of the Company, from 2012 until his retirement in 2025 and currently serves as an advisor to the Company. Prior to joining the Company and Bank, Mr. Edwards was a Senior Vice President and Administration Officer at AmericanWest Bank. Prior to that experience, he was Executive Vice President and Chief Financial Officer at Viking Bank, Vice President and Chief Financial Officer at Rainier Pacific Bank and President of the Washington Credit Union Share Guaranty Association. He also was employed in the Farm Credit System for eight years including positions as vice president responsible for administration, budget and policy. Mr. Edwards graduated magna cum laude with a bachelor’s degree in business and concentration in economics from, and completed post-graduate studies in accounting at, Eastern Washington University. He also received an M.B.A. from Eastern Washington University.

In connection with his appointment, the Company and Mr. Edwards have entered into an offer letter that provides that Mr. Edwards will receive a monthly base salary of $100,000 and will participate in employee benefits generally available to other Company executives. The foregoing description does not purport to be complete and is qualified in its entirety by reference to Mr. Edward’s offer letter, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

There is no arrangement or understanding between Mr. Edwards and any other person pursuant to which he was selected as Interim Chief Financial Officer of the Company. In addition, there are no familial relationships between Mr. Edwards and any director or executive officer of the Company, and Mr. Edwards has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company will commence a search for a permanent Chief Financial Officer, considering both internal and external candidates.

Item 7.01 Regulation FD

On July 22, 2026, the Company issued a press release announcing the departure of Mr. Soto as Chief Financial Officer and appointment of Mr. Edwards as Interim Chief Financial Officer, each effective as of August 15, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information being furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that section. Further, the information being furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

Exhibits


Number						Description

10.1						Separation Agreement, dated as of July 22, 2026, among Coastal Financial Corporation and Brandon J. Soto.
10.2						Employment Agreement,, dated as of July 22, 2026, among Coastal Financial Corporation and Joel G. Edwards.
99.1						Press Release by Coastal Financial Corporation, dated July 22, 2026
104						Cover Page Interactive Data File (Embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	COASTAL FINANCIAL CORPORATION

Date: July 22, 2026	By:	/s/ Brandon J. Soto
		Brandon J. Soto
		Executive Vice President and Chief Financial Officer

EXHIBIT 10.1

Confidential

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is executed by and between Coastal Community Bank (the “Bank”), Coastal Financial Corporation (the “Holding Company” and together with the Bank, the “Company”) and Brandon Soto (“Soto”).

WHEREAS, Soto currently serves as Chief Financial Officer of the Bank and the Holding Company, pursuant to the terms of the Employment Agreement by and between the Holding Company, the Bank and Soto, dated as of October 1, 2025 (the “Employment Agreement”);

WHEREAS, Soto has elected to voluntarily resign his employment with the Company;

WHEREAS, Section 4(c)(i) of the Employment Agreement requires that Soto deliver a Notice of Termination at least ninety (90) days prior to the desired termination date in the event of a voluntary resignation (“Advance Notice”) and Section 20(d) of the Employment Agreement requires Soto to repay 100% of his $15,000 signing bonus if Soto resigns prior to October 1, 2026 (“Repayment Obligation”);

WHEREAS, the Board of Directors of the Company believes it is in the best interests of the Company and its shareholders to waive the Advance Notice and Repayment Obligations in exchange for the covenants set forth herein.

THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1.Separation. Soto’s voluntary resignation from employment with the Company and from any and all other positions Soto may hold with the Company and each of its respective direct or indirect subsidiaries (collectively, the “Company Group”) is effective as of August 15, 2026 (the “Separation Date”). The Company hereby waives the Advance Notice and the Repayment Obligation. Soto agrees to execute any documents reasonably required by the Company Group to effectuate the resignations set forth in this Section 1.

2.Accrued Salary and Benefits. The Company will pay Soto (a) all accrued salary, vacation pay, expense reimbursement and cash entitlement, if any, (less any reimbursements from Soto for a negative vacation balance) earned through the Separation Date, and (b) any other benefits required to be paid under any plan or agreement in accordance with its terms, subject to standard payroll deductions and withholdings, in accordance with applicable law. Soto is entitled to these payments regardless of whether Soto signs this Agreement.

3.No Severance. Soto acknowledges and agrees that, because Soto is voluntarily resigning his employment without Good Reason (as defined in the Employment Agreement), Soto is not eligible for and will not receive any severance payments or benefits under Section 5(b) or any other severance-related provision of the Employment Agreement.

4.Equity Awards. All of Soto’s outstanding Company equity awards, including those issued under the Company’s 2018 Omnibus Stock Incentive Plan and award agreements thereunder, are unvested and will be automatically forfeited as of the Separation Date.

5.Affirmation of Payment. Soto affirms that Soto has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Soto may be entitled, and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to Soto from the Company Group, except as provided in this Agreement.

6.Release of Claims. In exchange for good and valuable consideration, including the Company’s waiver of the Advance Notice and Repayment Obligation as set forth in this Agreement, Soto hereby releases, acquits and forever discharges each member of the Company Group and each such member’s past, present and future agents, employees, officers, directors, partners, shareholders, assigns, successors, joint venturers, insurers and affiliated persons and organizations (“Released Parties”), of and from any and all claims, liabilities, demands, causes of action, costs, disputed wages, attorneys’ fees, damages, indemnities and obligations of every

kind and nature, in law, equity or otherwise, known or unknown, suspected or unsuspected (“Claims”), arising out of or in any way related to Soto’s employment with and separation from the Company Group, arising on or before the date Soto signs this Agreement, including, but not limited to: all common law Claims in contract, public policy or tort, such as breach of express or implied contract, including breach of employment contract, interference with contractual relations, wrongful discharge in violation of public policy, constructive discharge, retaliation, legal or equitable claim of violation of the duty of good faith and fair dealing, intentional or negligent infliction of emotional distress, negligent or intentional misrepresentation, fraud, defamation, slander; Claims related to wages, salary, bonuses, commissions, incentive payments, including any claim for liquidated or double damages, to the extent permitted by law; Claims related to stock, stock options or any ownership or equity interests in the Company Group; Claims related to vacation, personal time off, fringe benefits, expense reimbursements or any other form of compensation; Claims for breach of any term or condition of an employee handbook or policy manual, including any claim for breach of any promise of specific treatment in specific circumstances; Claims pursuant to any federal, state or local law, each as amended and including their implementing regulations, including, but not limited to: Title VII of the Civil Rights Act of 1964, as amended; Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; Employee Retirement Income Security Act of 1974 (“ERISA”), as amended; Immigration Reform and Control Act, as amended; Americans with Disabilities Act of 1990, as amended; Workers Adjustment and Retraining Notification Act, as amended; Occupational Safety and Health Act, as amended; the Sarbanes-Oxley Act of 2002; National Labor Relations Act; Family and Medical Leave Act, as amended; Fair Labor Standards Act; Fair Credit Reporting Act; Washington Law Against Discrimination (RCW 49.60 et seq.); any provision of Title 49 of the Revised Code of Washington; Washington Minimum Wage Act, as amended, to the extent permitted by law; any provision of Title 296 of the Washington Administrative Code; Title 51 of the Industrial Insurance Act of Washington, as amended, to the extent permitted by law; Washington Consumer Protection Act (RCW 19.86 et seq.); Washington Equal Pay Opportunity Act; Washington Fair Chance Act; Equal Pay Act of 1963; COBRA; any Claim pursuant to a collective bargaining agreement; and any Claim for attorney’s fees, costs or other expenses incurred in pursuing a claim under any federal, state or local law (collectively, the “Released Actions”); provided, however, that the release by Soto of the Released Parties from the Released Actions will not release the Released Parties from (a) any obligations of Released Parties set forth in this Agreement, or (b) Claims that cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation. In furtherance and not in limitation of the foregoing, the Released Parties’ obligations to provide directors’ and officers’ liability insurance coverage and employment practices liability insurance coverage to Soto and to indemnify Soto to the fullest extent permitted by applicable law, the Articles of Incorporation, and the Bylaws of the Company will survive and remain in full force and effect for the benefit of Soto until the expiration of the longest applicable statute of limitations (including any tolling thereof) governing any claim, action, suit, or proceeding for which Soto may seek coverage or indemnification hereunder.

7.Legally Protected Communications. Nothing in this Agreement or the Continuing Obligations is intended to restrict, prohibit, or interfere with Soto’s right to (a) voluntarily communicate with an attorney retained by Soto; (b) engage in a protected activity, including engaging in concerted activity under the National Labor Relations Act; (c) file a charge or communicate with, or participate in any investigation, examination or proceeding conducted by, any law enforcement, government agency, including the Securities and Exchange Commission, or any federal, state or local administrative agency, including the Equal Employment Opportunity Commission, the Washington State Human Rights Commission, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of San Francisco, the Federal Deposit Insurance Corporation, and the Washington Department of Financial Institutions, in each case without advance notice to the Company Group; (d) recover a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, as amended, or obtaining any other “whistleblower” award, to the extent such right cannot be waived; (e) disclose any information (including, without limitation, confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request; provided that with respect to any subpoena, court order or written request on behalf of any non-governmental person, Soto uses commercially reasonable efforts to cooperate with any effort by the Company to seek to challenge the subpoena, court order or written request on behalf of any non-governmental person or obtain a protective order limiting its disclosure, or other appropriate remedy; or (f) file or disclose any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Soto is entitled. Nothing in this Agreement prevents Soto from discussing or disclosing conduct that Soto reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, sexual assault, or that is recognized as against a clear mandate of

public policy. In order to comply with the Defend Trade Secrets Act of 2016: Soto will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, solely for the purpose of reporting or investigating a suspected violation of law; (y) in confidence to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (z) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8.Continuing Obligations. Soto acknowledges that he remains subject to, and this Agreement does not release him from, his existing restrictive covenant obligations under Section 6 of the Employment Agreement (collectively, the “Continuing Obligations”), including: Sections 6(a) (Return of Assets), 6(b) (Confidentiality), 6(d) (Non-Solicitation), and 6(e) (Non-Disparagement).

9.Return of Property. Soto expressly acknowledges Soto’s obligation to return to the Company all documents, information and other property of any member of the Company Group in Soto’s possession or control pursuant to Section 6(a) of the Employment Agreement. To the extent such items have not already been returned to the Company, Soto will do so no later than the Separation Date, or such earlier date as requested by the Company. The Company will make all determinations relating to Soto’s access to the Company’s platforms, systems, or technology in its sole discretion.

10.Cooperation. In exchange for good and valuable consideration, including the Company’s waiver of the Advance Notice and Repayment Obligation as set forth in this Agreement, Soto agrees to cooperate fully and in good faith with the Company Group and its affiliates, upon reasonable written notice, in connection with any existing or future investigation, litigation, arbitration, audit, regulatory inquiry, governmental proceeding, or internal review relating to matters in which Soto was involved or of which Soto has knowledge as a result of Soto’s employment with the Company Group, other than disputes between Soto and any member of the Company Group. Such cooperation will include, without limitation, providing truthful information, making himself reasonably available for interviews, meetings, depositions, testimony, and the execution of documents, in each case at times and in a manner reasonably requested by the Company Group, including by remote means (such as videoconference or telephone) where practicable, and scheduled, where practicable, so as not to materially interfere with Soto’s subsequent employment or personal commitments. The Company Group will reimburse Soto for reasonable out-of-pocket expenses incurred in connection with such cooperation. This Agreement does not require Soto to waive privilege, provide legally protected information, or execute any statement or document Soto does not independently believe is accurate. The Company acknowledges and agrees that its rights to avail itself of Soto’s cooperation services will at all times be exercised in a reasonable manner, that adequate written notice will be given to Soto in such events, and that non-compliance with any such request by Soto for good reason, including, but not limited to, ill health or prior commitments, will not constitute a breach or violation of this Agreement.

11.Independent Review. Soto understands and acknowledges the significance and consequence of this Agreement, including the release of claims in Section 6, acknowledges that Soto has had the opportunity to review and consult with other persons of Soto’s choice about this Agreement, recognizes that Soto enters into this Agreement voluntarily, and expressly consents that it will be given full force and effect according to each and all of its expressed terms and provisions, including those relating to unknown or unsuspected claims, demands, obligations and causes of action that are in any manner related to Soto’s employment and separation of employment with the Company Group. Soto acknowledges, further, that Soto has been advised to consult with an attorney prior to accepting this Agreement, and Soto acknowledges that Soto has had the ability and opportunity to do so. Soto also agrees and acknowledges that Soto is receiving benefits to which Soto would not otherwise be entitled unless Soto signs this Agreement.

12.Governing Law. This Agreement will in all respects be subject to and governed by the internal laws of the State of Washington, without giving effect to its principles of conflicts of law. Any dispute arising under or relating to this Agreement will be resolved in accordance with the dispute resolution provisions of the Employment Agreement.

13.No Admission of Liability. The parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement will be deemed or construed at any time for any purpose as an admission by any party of any liability or unlawful conduct of any kind.

14.Assignment. Soto may not assign or hypothecate this Agreement and any such attempted assignment or hypothecation will be void ab initio. The Company may assign its rights, together with its obligations, under this Agreement, in whole or in part, (i) to any affiliate or subsidiary or (ii) to third parties in connection with any sale, transfer or other disposition of all or substantially all of its equity, business or assets or in connection with any merger, acquisition and/or reorganization.

15.No Modifications; Severability; Counterparts. This Agreement may be modified only by written agreement of the Company and Soto and may not be modified by any oral agreement. If any part or provision of this Agreement is deemed invalid or otherwise unenforceable by a court of proper jurisdiction, those sections will be enforced to the extent deemed lawful by the court, and the remaining sections of this Agreement will continue to be valid and effective in full force. This Agreement may be executed in one or more counterparts, by facsimile or duplicates of originals, all of which, taken together, will constitute the same instrument.

16.Effective Date. This Agreement will be enforceable and effective immediately upon its execution (the date on which this Agreement is executed, the “Effective Date”).

17.Entire Agreement. This Agreement constitutes the entire agreement between Soto and the Company with respect to the subject matter hereof and supersedes all prior negotiations, representations, arrangements or agreements relating thereto; provided, however, that the Continuing Obligations will apply and remain in full force and effect and will survive the execution, delivery and performance of this Agreement and are incorporated by reference as if set forth herein and executed in connection with this Agreement. Soto represents that in executing this Agreement, Soto has not relied on any representation or statement not set forth herein.

ACCEPTANCE OF AGREEMENT

Both parties hereto acknowledge that they have carefully read this Separation Agreement, and understand the contents set forth herein, and have signed the same of their own free act.

The undersigned hereby accept the terms and conditions stated in this Separation Agreement.


BRANDON SOTO

Brandon Soto Date:
COASTAL COMMUNITY BANK

Erika Heer, Chief Human Resources Officer Date:
COASTAL FINANCIAL CORPORATION

Christopher Adams, Chair of the Board Date:

EXHIBIT 10.2

Confidential

July 22, 2026

Joel Edwards

Dear Joel:

We are pleased to inform you that Coastal Community Bank (the “Bank”) and Coastal Financial Corporation (the “Holding Company,” and together with the Bank, the “Company”) have decided to extend this offer of employment to you as Interim Chief Financial Officer of the Company, subject to the terms identified below. This letter sets forth the terms of the offer that, if you accept, will govern your interim employment with the Company.

Job Title: Interim Chief Financial Officer (Interim CFO) of the Company

Start Date: August 15, 2026 (or a mutually agreed upon date)

Reports to: Chair of the Audit Committee and Chair of the Board of Directors

Term: This appointment is for a limited, temporary period, anticipated to be approximately three (3) months from the Start Date. Any extension is subject to agreement between the parties.

Salary: $100,000 per month, payable in accordance with the Company’s standard payroll practices and prorated for any partial month of service based on the number of calendar days of service during such month.

Health and Welfare Benefits: You will be eligible to participate in the Company’s health and welfare benefit plans on the same basis as other similarly situated executives, subject to the terms and conditions of such plans. Eligibility for benefits begins the first day of the month following your start date.

Confidentiality:

You agree that, during your interim engagement and at all times thereafter, you will not disclose, nor will you use for your benefit or the benefit of any other person, any of the non-public information regarding the business of the Holding Company, the Bank, or any affiliate to which you are or were entrusted with access during your employment (the “Confidential Information”), including but not limited to: (i) customer information, including customer lists and other nonpublic information regarding customers, such as customer contact information, contract terms, customer files, and information regarding customer history, needs, and preferences, and information designated by customers to be kept confidential; (ii) financial information, such as financial plans and earnings and other performance figures, cost and profitability information, and pricing; (iii) strategies, marketing, and other strategic plans; and (iv) personnel files and information. Confidential Information does not include any information that is, or becomes, in the public domain through no disclosure or other action (whether direct or indirect) by you. The obligations in this section with respect to a particular piece of Confidential Information will remain in effect until that piece of information enters the public domain through no breach of contract, duty, or other obligation. You will not, during your interim engagement and at all times thereafter, disclose any knowledge of the past, present, planned, or considered business activities of the Holding Company, the Bank, or their affiliates to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, you may disclose any knowledge of banking, financial, and/or economic principles, concepts, or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company and the Bank.

Nothing in this letter or in any agreement between you and the Company prohibits you from: (A) voluntarily communicating with your attorney; (B) initiating communications with, responding to an inquiry from, volunteering information to, providing testimony before, or participating in any investigation or proceeding before the Securities and Exchange Commission (the “SEC”), Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, Congress, or any federal or state agency, governmental body, or law enforcement, regulatory, or self-regulatory authority, regarding this letter and its underlying facts and circumstances, or in connection with any reporting of, investigation into, or proceeding regarding suspected violations of law, without prior notice to or authorization from the Company to make any such reports or disclosures or to participate or cooperate in this way; (C) testifying in or disclosing information to a court or other administrative or legislative body in response to a subpoena, court order, or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted); (D) reporting securities law violations to the SEC under the Dodd-Frank Act, and recovering a whistleblower award as permitted under applicable law; and (E) disclosing or discussing conduct, or the existence of a settlement involving conduct, that you reasonably believe under Washington state, federal, or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy, in each case, without advance notice to the Company (collectively, the “Permitted Disclosures”).

In addition, you understand that you may be entitled to immunity from liability under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), for certain disclosures of trade secrets; provided that such disclosure (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and you do not disclose the trade secret except pursuant to court order.

Tax Matters. Taxes will be withheld by the Company as appropriate under applicable tax requirements for any payments or deliveries under this letter. This letter is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the applicable regulations thereunder) (“Section 409A”). To the extent that any provision in this letter is ambiguous as to its compliance with Section 409A or to the extent any provision in this letter must be modified to comply with Section 409A (including Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the parties, which consent will not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this letter will comply with Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this letter is subject to Section 409A, the amount thereof eligible in one taxable year will not affect the amount eligible for any other taxable year, in no event will any expenses be reimbursed after the last day of the taxable year following the taxable year in which you incurred such expenses and in no event will any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this letter will be treated as a separate payment for purposes of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts and benefits that would otherwise be provided pursuant to this letter or any other arrangement between you and the Company during the six-month period immediately after your Separation from Service (as defined in Treasury Regulation 1.409A-1) will instead be paid on the first business day after the six month anniversary of Separation from Service (or, if earlier, your date of death).

Entire Agreement: This letter, together with its terms, constitutes the entire agreement between you and the Company regarding the subject matter of your interim engagement as Interim Chief Financial Officer, and supersedes all prior discussions and understandings relating to that subject matter. Nothing in this letter is intended to, or shall be construed to, supersede, modify, or replace any arrangements between you and the Company relating to your prior employment with the Company, including any restrictive covenant, confidentiality, non-disparagement, or other continuing obligation to which you may otherwise be or remain subject, each of which shall remain in full force and effect in accordance with its terms.

At Will Employment: You agree that your employment can be terminated with or without cause, and with or without notice at any time, at the option of either yourself or the Company. Nothing in this letter shall be construed as a guarantee of employment for any specific duration.

Governing Law: This letter will be governed by and construed in accordance with the laws of the State of Washington.

Amendment; Counterparts. No provision of this letter may be amended or modified by a party unless the amendment or modification is agreed to in writing and signed by both parties. This letter may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

If these terms are agreeable to you, please sign and date this letter in the appropriate space at the bottom and return it to me. We hope you accept this offer and we look forward to welcoming you back. Should you have any questions or need additional information, please call me.

Sincerely,

______________________________

Chris Adams

Chair of the Board of Directors

Agreed and Accepted:

______________________________

Joel Edwards

Date: _______________